STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of December 17, 2006, by and between WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (the “Company”), and ARTAL HOLDINGS Sp. Z o.o., a corporation organized and existing under the laws of Poland (“Artal”).
R E C I T A L S
WHEREAS, the Company intends, but has not made any public announcement of such intention, to conduct a public modified Dutch auction self-tender offer for up to 8,3000,000 shares of its common stock, no par value per share (“Common Stock”), at prices ranging from $47.00 to $54.00 per share pursuant to the terms and conditions set forth in the draft Offer to Purchase substantially in the form attached hereto as Annex A, as the same may be revised, amended, modified or supplemented from time to time after the date hereof in accordance with Section 8 hereof (the “Tender Offer”), commencing no later than December 19, 2006;
WHEREAS, as of the date hereof, Artal owns of record 53,759,325 shares of Common Stock of the Company, which constitutes approximately 55.2% of the issued and outstanding shares of Common Stock;
WHEREAS, Artal has determined it will not exercise its right to tender any of its shares of Common Stock pursuant to the Tender Offer; and
WHEREAS, the Company and Artal desire to make certain covenants and agreements with one another pursuant to this Agreement.
NOW THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
PURCHASE AND SALE OF THE SHARES; THE CLOSING
1.1 Purchase and Sale of Common Stock. Subject to the completion of the Tender Offer as set forth below and the other terms and conditions of this Agreement, and on the basis of the representations, warranties and covenants set forth herein, Artal agrees to sell to the Company, and the Company agrees to purchase from Artal, such number of shares of Common Stock (rounded to the nearest whole number of shares) equal to the aggregate number of shares of Common Stock purchased by the Company in the Tender Offer multiplied by a fraction, the numerator of which is 53,759,325 and the denominator of which is 43,717,750 (representing the outstanding shares of Common Stock held of record by Artal divided by the outstanding shares of Common Stock held of record by all stockholders of the Company other than Artal, each as of November 30, 2006). The number of shares of Common Stock to be purchased from Artal by the Company pursuant to this Section 1.1 is herein referred to as, the “Shares.”
1.2 Purchase Price. The “Per Share Purchase Price” for the Shares shall be equal to the price per share paid by the Company for the shares of Common Stock tendered by
the holders of Common Stock in the Tender Offer. The “Purchase Price” shall equal the Per Share Purchase Price specified in Section 1.2 multiplied by the number of Shares purchased by the Company from Artal pursuant to Section 1.1 of this Agreement.
1.3 The Closing. Subject to the terms and conditions hereof, the purchase and sale of the Shares contemplated by this Agreement (the “Closing”) will take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 at 10:00 a.m., New York City time on the eleventh business day following the expiration date of the Tender Offer (the “Successful Completion”), or at such other later date or place as the parties shall mutually agree. At the Closing, (a) Artal will deliver to the Company certificates representing the Shares to be purchased by the Company duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form acceptable for transfer on the books of the Company, and (b) the Company shall deliver the Purchase Price to Artal by wire transfer of immediately available funds to one or more accounts specified by Artal at least one business day prior to the Closing.
REPRESENTATIONS AND WARRANTIES OF ARTAL
In order to induce the Company to enter into this Agreement, Artal hereby represents and warrants to the Company as follows:
2.1 Ownership of Shares. Artal owns of record the number of issued and outstanding shares of Common Stock set forth in the recitals to this Agreement. The Shares to be sold to the Company by Artal when delivered to the Company shall be free and clear of any liens, claims or encumbrances, including rights of first refusal and similar claims except for restrictions of applicable state and federal securities laws. There are no restrictions on the transfer of such Shares imposed by any shareholder or similar agreement or any law, regulation or order, other than applicable state and federal securities laws.