ROC » Topics » WHEREAS

This excerpt taken from the ROC 8-K filed Jan 16, 2007.

(A)                              The Corporate Seller holds an aggregate number of 419,150 Class A shares (the “Corporate Seller Shares”) in Groupe Novasep SAS, a société par actions simplifiée, with a share capital of €50,378,988.92 whose registered office is Boulevard de la Moselle — Site Eiffel, 54340 Pompey, France (the “Company”), representing approximately 78.57% of the entire share capital and of the voting rights of the Company.  The Managers hold an aggregate number of 114,298 Class B shares in the Company (the “Managers Shares”), representing approximately 21.43% of the entire share capital and of the voting rights of the Company.  For each category of Shares, Schedule (A) sets out the number of Shares held by each Seller.

(B)                                The Managers Shares and the Corporate Seller Shares represent in aggregate 100% of the share capital and voting rights of the Company (on a non-fully diluted basis). The Company has also granted, to the benefit of identified managers, 19,935 outstanding options to subscribe to its share capital, which, if exercised, represent 3.6% (in aggregate) of the share capital of the Company on a fully diluted basis.


(C)                                A limited auction procedure to find a single purchaser for the Shares has been initiated in August 2006.

(D)                               On August 28, 2006, the Financial Investor 1 has signed a non-disclosure undertaking (the “Non-Disclosure Undertaking”).

(E)                                 On August 30, 2006, JP Morgan, Cazenove and Lazard delivered an information memorandum to the Financial Investor 1 (a copy of which was made available in the Data Room) to provide a general overview of the activities and financial situation of the Company and its Subsidiaries (the “Information Memorandum”).

(F)                                 On September 18, 2006, Gilde Buy-Out Fund III B.V., managed by Gilde Buy-Out Partners BV, itself advised by the Financial Investor 1, made a non-binding preliminary proposal to acquire or be contributed all the shares in the Company.

(G)                                The Financial Investor 1 and its advisors had access to a virtual data room containing detailed information on the Company and its Subsidiaries between September 25, 2006 and the date hereof (the “Data Room”). The Data Room was updated from time to time.  An index of all documents made available in the Data Room is attached as Schedule (G) to this Agreement (the “Data Room Index”).

(H)                               The Financial Investor 1 had the opportunity to submit further questions on the Novasep Group Companies. An overview of all such questions asked and answers provided is attached as Schedule (H) to this agreement (the “Q&A Sheet”).

(I)                                    The Financial Investor 1 and his financial advisors have attended management meetings with the management of the Company on October 19, 20, 23 and 30, 2006, during which the Purchaser had the opportunity to ask questions to the senior management of the Company directly.

(J)                                   On November 7, 2006, Gilde Buy-Out Fund III B.V., managed by Gilde Buy-Out Partners BV, itself advised by the Financial Investor 1, made a binding offer, amended on November 9 and 13, 2006.

(K)                               The Corporate Seller wishes to sell to, and the Managers wish to sell and/or contribute to, the Purchaser and the Purchaser wishes to purchase from the Corporate Seller all the Corporate Seller Shares and to purchase and/or be contributed by the Managers all the Managers Shares, upon the terms and subject to the conditions set forth in this Agreement.

(L)                                 The Managers, the Purchaser and the Financial Investors have on the date hereof entered into an investment agreement in relation to their respective investments in the Purchaser.

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