Company Agreement (2002)Full Document 

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COMPANY AGREEMENT
 
 
Microsoft Corporation
 
and
 
Navision a/s
 
7 May 2002
 


Table of Contents
 
 
 

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Table of Contents
 
INDEX OF SCHEDULES
 
Schedule
 
2:    Definitions
 
Schedule
 
4:    Representations of Navision
 
Schedule
 
5:    Navision Group Chart
 

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Table of Contents
 
(1)
 
Microsoft Corporation, a Washington, USA corporation (“Microsoft”),
 
    
 
on the one side,
 
    
 
and
 
(2)
 
Navision a/s, a Danish company with CVR number 76 24 72 18 (“Navision”) represented by its Board of Directors,
 
    
 
on the other side,
 
    
 
Microsoft and Navision collectively referred to as the “Parties” and individually a “Party”,
 
    
 
have today—
 
    
 
considering
 
that
 
Navision is engaged in the development, marketing and sale of integrated business solutions—the “Business”;
 
that
 
certain shareholders of Navision have today entered into a Conditional Share Purchase Agreement with Microsoft;
 
that
 
Navision and Microsoft wish to cooperate with respect to the Offer and certain other matters; and
 
that
 
simultaneously with the execution of this Agreement, certain founders and managers have executed and delivered Service Agreements to Microsoft;
 
entered into this
 

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Table of Contents
 
COMPANY
 
AGREEMENT (the “Agreement”)
 
 
 
1.1
 
Immediately upon signing this Agreement, the Parties shall announce that Microsoft and certain shareholders of Navision have entered into the Conditional Share Purchase Agreement and that Microsoft shall make the Offer. The announcement shall be made in the form of a stock exchange announcement and a subsequent press release. The stock exchange announcement and the press release are set out in Schedule 1 hereto. The general terms of the Offer are set out in Schedule 2 hereto. The Parties shall coordinate with each other the release of the stock exchange announcements to the relevant stock exchanges.
 
1.2
 
Upon publication of the Offer by Microsoft, the Board of Directors of Navision will pursuant to Section 7 in the Executive Order No. 827 of 10 November 1999 (“Order No. 827”) issued by the Danish Securities Council (in Danish: Fondsrådet), issue a statement substantially in the form as set out in Schedule 3 hereto. Navision agrees and acknowledges that Microsoft’s obligation to make the Offer pursuant to Clause 1.1 shall be fulfilled and fully discharged if the Offer is made by means of the Offer Document.
 
1.3
 
Microsoft and Navision shall consult with each other before issuing any public statement with respect to the transactions contemplated by this Agreement, and neither Party shall issue any such public statement prior to providing the other Party the opportunity to review, comment upon and concur with and use reasonable best efforts to agree on, any such public statement, and to coordinate the timing of the release of any public statements, except as either Party may determine is required by applicable law, court process or by obligations pursuant to any rules and regulations of any stock exchange.
 
1.4
 
The Board of Directors of Navision have unanimously decided to enter into this Agreement and to recommend the Offer to the shareholders of Navision. Such recommendation shall be maintained and shall not be withdrawn or modified in any negative way, except as set out in this Agreement.
 
1.5
 
The Parties shall use their best endeavours to further completion of the Offer including the fulfilment of the conditions of the Offer.
 
 
 
2.1
 
If a situation arises which requires considerations in respect of waiving a condition for the Offer or extending the Offer period, Microsoft shall discuss in good faith with Navision how to proceed. Any decision to waive one or more Offer Conditions or to extend the Offer period shall, after good faith discussions with Navision, be at the discretion of Microsoft.
 
 
 
3.1
 
When the Offer is completed, Microsoft shall make a mandatory public offer to the remaining shareholders of Navision in accordance with the requirements of the Danish Act on Securities Trading (in Danish: Værdipapirhandelsloven) and Order No. 827. As soon as practicable thereafter and after having obtained more than 90% of the Share Capital (as defined in Clause 2.2 of Schedule 2), Microsoft shall initiate and complete a procedure for compulsory acquisition of the remaining shares in Navision.

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