These excerpts taken from the EBAY 8-K filed Apr 16, 2009.
A. Parent, Acquisition Sub and the Company have determined that it is in the best interests of their respective shareholders for Parent (or a subsidiary of Parent) to acquire Company Securities upon the terms and subject to the conditions set forth in this Agreement.
B. In furtherance of the contemplated acquisition of Company Securities by Parent or a subsidiary of Parent, it is proposed: (i) that the Company allocate, issue and sell New Shares (as defined in Section 1.1(a)) to Acquisition Sub upon the terms and subject to the conditions set forth in this Agreement (the Share Allocation); and (ii) that Acquisition Sub make a cash tender offer (such cash tender offer, as it may be amended from time to time, being referred to in this Agreement as the Offer) to acquire all of the issued and outstanding Company Securities (other than any Company Securities owned by Acquisition Sub or any of its affiliates), in each case (and without duplication for Company Shares underlying Company ADSs) at a price of US $24.00 per Company Security (such dollar amount, as it may be adjusted in accordance with Sections 1.2(c) or 1.2(g), being referred to in this Agreement as the Offer Price), without interest and subject to any required withholding or other Taxes, upon the terms and subject to the conditions set forth in this Agreement.
C. In order to induce Parent and Acquisition Sub to enter into this Agreement and to consummate the Contemplated Transactions, concurrently with the execution and delivery of this Agreement: (i) certain holders of Company Securities are executing and delivering Agreements to Tender in favor of Parent and Acquisition Sub (the Agreements to Tender); (ii) the Company is entering into a Share Purchase Agreement (the Ian Share Purchase Agreement) with Acquisition Sub, pursuant to which the Company has agreed to purchase from Acquisition Sub and Acquisition Sub has agreed to sell to the Company all of the shares of Internet Auction Co., Ltd (Ian) held by Acquisition Sub on the terms and subject to the conditions set forth therein; (iv) certain shareholders of the Company are entering into Key Shareholder Agreements in favor of Parent and Acquisition Sub; and (v) certain key employees of the Company are entering into Noncompetition and Non-Solicitation Agreements in favor of Parent and Acquisition Sub.
The parties to this Agreement, intending to be legally bound, agree as follows:
A. The Selling Shareholder owns 230,193,126 shares of common stock, par value KRW 500 per share, of Internet Auction Co., Ltd., a company organized under the laws of the Republic of Korea (the Company), which constitute 99.99% of the outstanding common stock of the Company and which Selling Shareholder has agreed to sell and which Purchaser has agreed to purchase, on the terms and subject to the conditions of this Agreement (the shares of common stock of the Company being sold pursuant to this Agreement being referred to as the Shares).
B. Concurrently with the execution of this Agreement, and as a condition and inducement to the parties willingness to enter into this Agreement: (a) Parent, the Selling Shareholder and Purchaser are entering into a Share Allocation and Tender Offer Agreement (the Master Agreement), pursuant to which: (i) the Selling Shareholder is agreeing to make a cash tender offer to acquire the issued and outstanding capital stock and American Depositary Shares of Purchaser, in each case in accordance with the terms and subject to the conditions thereof; and (ii) Purchaser is agreeing to issue and sell newly-issued shares of Purchaser to the Selling Shareholder (the Share Allocation); and (b) certain shareholders of Purchaser are entering into Agreements to Tender and Voting Agreements in favor of Parent and the Selling Shareholder. Capitalized terms used but not defined herein shall have the meanings given to them in the Master Agreement (with, unless the context otherwise requires, all references to the Company in such definitions being references to the Company as defined under this Agreement).