<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
February 11, 2000 (November 30, 1999)
SAGENT TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
----------------------------------------------
(State or other jurisdiction of incorporation)
<TABLE>
<S> <C>
333-71369 94-3225290
(Commission File Number) (IRS Employer Identification No.)
</TABLE>
800 W. El Camino Real, Suite 300, Mountain View, CA 94040
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 493-7100
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
On November 30, 1999, Sagent Technology, Inc., entered into a definitive
agreement providing for the acquisition of Sagent Technology GmbH, its
distributor in Germany. Under the terms of the agreement, Sagent Technology,
Inc., will acquire all of the outstanding stock of Sagent Technology GmbH for
approximately $2.4 million dollars.
On November 30, 1999, Sagent Technology, Inc., entered into a definitive
agreement providing for the acquisition of Sagent France S.A., its distributor
in France. Under the terms of this agreement, Sagent Technology, Inc., will
acquire all of the outstanding stock of Sagent France S.A. for 20,141 shares
valued at approximately $400,000.
These acquisitions are intended to be a tax-free reorganizations under
Section 368(a) of the Internal Revenue Code of 1986, as amended, and are
intended to be treated as purchases for financial reporting purposes in
accordance with generally accepted accounting principles.
Item 7. Financial Statements and Exhibits.
The following financial statements and exhibits are filed as part of this
report, where indicated.
(a) Financial statements of business acquired, prepared pursuant to Rule
3.05 of Regulation S-X:
The required financial statements for Sagent Technology, GmbH, are
attached. No financial statements are required for Sagent France, S.A.
pursuant to Regulation S-X.
(b) Pro forma financial information is not required pursuant to Article 11
of Regulation S-X.
No proforma financial information is required pursuant to Article 11
of Regulation S-X.
(c) Exhibits in accordance with Item 601 of Regulation S-K:
-2-
<PAGE> 3
<TABLE>
Exhibits:
<S> <C>
2.1 Acquisition agreement dated November 30, 1999 between Sagent Technology, Inc.
and Sagent Technology, GmbH.
2.2 Acquisition agreement dated November 30, 1999 between Sagent Technology, Inc.
and Sagent France.
99.1 Press release dated December 1, 1999.
</TABLE>
-3-
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SAGENT TECHNOLOGY, INC.
(Registrant)
/s/ Virginia Walker
VIRGINIA WALKER
Executive Vice President, Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
-4-
<PAGE> 5
-1-
on the audit of the Annual Accounts as of 31 December 1998 of
SAGENT TECHNOLOGY GmbH, GRASBRUNN
Not certified English translation of the original German Report Nr. 34 110725.
In case of a discrepancy between the German and the English version, the
original German version is the master document.
PwC Deutsche Revision
Aktiengeselischaft
Wirtschaftsprufungsgesellschaft
<PAGE> 6
-4-
B. LEGAL AND ECONOMIC FOUNDATIONS
I. LEGAL FOUNDATIONS
8. The company is listed as a registered company with the district court in
Munich under the number HRB 116545.
9. By certified resolution of the Shareholders dated Jun 4, 1998, the company
has been renamed from Magnolia II Vermogensverwaltung GmBH to Sagent Technology
GmbH. The registration in the register of companies has been executed on July
21, 1998.
10. The objective of the company is the management of its own assets as well as
the development and sale of software of all sorts; in addition, the provision of
consulting and technical services such as, for example, Installation,
Maintenance and Training.
Within these boundaries the company is allowed to conduct all kind of business,
which are necessary and useful in the interest of the objective of the company.
The company is allowed to take a shareholding in similar companies or to acquire
such companies. The company is allowed to set up subsidiaries within the Federal
Republic of Germany and in foreign countries.
11. The company is based in Grasbrunn. The fiscal year is the calendar year.
12. The marked capital (original capital share) amounts to DM 300.000 as of
December 31, 1998.
The General Meeting of Shareholders on May 18, 1998 resolved to increase the
corporation's original capital share in the form of cash of DM 250.000 from DM
50.000 to DM 300.000.
The increase in share capital was recorded in the companies' register July 13,
1998.
13. As of December 31, 1998 the company's original capital is held by
"ISAR-Vermogensverwaltung GbR mit beschrankter Haftung" (a German limited
partnership).
<PAGE> 7
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14. The company's original capital has been used up in the fiscal year 1998 by
start-up losses. The company is overindebted on a balance sheet basis, as of
December 31, 1998. This has no consequences from an insolvency law standpoint
since the company shall be continued and since the shareholders provided loans
which are subordinated in rank below other creditor's claims.
15. Managing Directors of the company during the fiscal year 1998 were:
Ms. Petra Beyer, Munich (since June 25, 1998)
Ms. Ines Berghof, Munich (since May 25, 1998)
Ms. Yvonne Ossenbrink, Bad Feilnbach (from May 25 until June 25, 1998)
Ms. Petra Beyer represents the company alone. She is entitled without
limitations to represent the company to enter into legal business agreements.
16. The General Meeting of Shareholders on April 24, 1998 resolved to set up an
Advisory Board, which shall assume a supervisory role. The members of the
Advisory Board are:
Mr. Klaus Luft, Munich
Ms. Petra Beyer, Munich
Mr. Tom Lounibos, Menlo Park
17. The General Meeting of Shareholders on July 14, 1998 adopted the annual
account as of 31 December 1997 which has not been audited by us and resolved to
carry forward the loss on balance as of 31 December 1997 amounting to DM
8.520,60 to the new account. The Management was given formal approval for the
financial year 1997.
18. The German tax office carried out a special revenue tax examination for the
period January 1, 1998 until June 30, 1998. The examination did not result in
any changes of the taxation foundations.
<PAGE> 8
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II. ECONOMIC FOUNDATIONS
19. The business activities of the company during the Fiscal year 1998
comprised the Sale of Software products in the Data Warehousing area, the
build-up of a sales team and structure and the performance of consulting and
support services.
20. An agreement has been signed with Sagent Technology Inc., Palo
Alto/California, USA on April 8, 1998, by which the company is entitled to
exclusively sell software in Germany, Austria and specific parts of Switzerland.
21. On the basis of a contract signed on May 15, 1998, the company has been
granted a loan from ISAR-Vermogensverwaltung GbR mbH in the amount of DM
240.000. The loan is interest free and has a duration until May 31, 2000.
22. On the basis of a contract signed on December 30, 1998, the company
granted a loan to Sagent France S.A., Saint Germain en Laye, in the amount of
DM 237.633,34. The interest rate on the loan is 3,6% p.a. and the duration is
until May 31, 2000.
23. The company has rented office space in Grasbrunn to conduct its business
activities.
24. On December 31, 1998 the company had two (in the previous year, one)
employees.
C. ANNUAL ACCOUNT AS OF 31 DECEMBER 1998
I. BASIC ASSESSMENTS
25. The company is a small corporation in accordance with Section 267, Section
1 of the Code of Commercial Law.
26. The Annual Accounts as of 31 December 1998 were drawn up according to the
regulations in force for small corporations under the Code of Commercial Law.
27. The items in the Annual Accounts are adequately presented using the
<PAGE> 9
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structure Sections 266 and Section 275 para. 2 (full cost accounting) of the
Commercial Code.
28. To the extent that use of summarization was made, the respective details
are shown in the Appendices.
29. Proof of balance sheet items has been provided through proper inventory
lists, bank account statements, and balance lists.
30. The entries showing assets and debts have been evaluated according to
principles which have remained unchanged since the previous year.
31. Receivables and Payables have been verified through balance lists.
32. There were no liability issues and other financial obligations, which are
of importance for the financial situation of the company.
33. Explanations and Proofs have been provided by Management.
Management has, in a standard professional Statement of Completeness, given an
assurance that the Annual Accounts at hand take account of all assets liable
to be drawn up in a balance sheet, obligations, risks and deferrals contain all
expenditures and income and include all relevant particulars.
Moreover, the management of the company confirmed in that the Annual Accounts of
Sagent Technology GmbH, Grasbrunn take into account all Assets, obligations,
risks and deferrals, all Expenses and Profits and that all necessary
disclosures were made. Our audit did not result in any adverse findings.
34. The valuation of assets and liabilities is in accordance with the legal
requirements. Recognisable decreases in value were accounted for by means of
sufficiently assessed depreciation, valuation adjustments and provisions.
35. Concerning details of the valuation, see the commentary in the Appendix
(Enclosure III).
II. ASSETS AND FINANCES (BALANCE SHEET)
36. To allow an insight into the assets and finances, we have organised below
the rounded figures of the Financial Statement as of 31 December 1998
(Enclosure I) in a summarised form, in accordance with aspects of business
<PAGE> 10
-8-
management:
<TABLE>
<CAPTION>
December 31, 1998
-----------------
DM'000 %
------ -----
<S> <C> <C>
ASSETS
CAPITAL ASSETS
Intangible assets 16 2,7
Tangible assets 32 5,3
---- -----
48 8,0
CURRENT ASSETS
Claims from deliveries and prformances
(Acc. Receivables) 176 29,4
Miscellaneous assets 239 40,0
Liquid resources 123 20,6
Deferrals 12 2,0
---- -----
550 92,0
---- -----
598 100,0
---- -----
EQUITY
Subscribed capital 300 50,2
Loss on balance (332) (55,5)
---- -----
(32) (5,3)
---- -----
LONG-TERM LOAN CAPITAL
Subordinated loans from Shareholders 478 79,9
SHORT-TERM LOAN CAPITAL
Provisions 55 9,2
Liabilities from deliveries and performances 86 14,4
Miscellaneous liabilities 11 1,8
---- -----
152 25,4
---- -----
598 100,0
---- -----
</TABLE>
<PAGE> 11
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The individual items are explained as follows:
37. Intangible Assets developed as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------
1998
DM'000
- ----------------------------------------------------
<S> <C>
ACQUISITION COSTS
Value on January 1 0
Additions 17
- ----------------------------------------------------
VALUE ON DECEMBER 31 17
- ----------------------------------------------------
DEPRECIATION
Value as of January 1 0
Additions 1
- ----------------------------------------------------
VALUE AS OF DECEMBER 31 1
- ----------------------------------------------------
BOOK VALUE ON DECEMBER 31 16
- ----------------------------------------------------
</TABLE>
The additions in 1998 were all for Software purchases
38. Tangible assets developed as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------
1998
DM'000
- ----------------------------------------------------
<S> <C>
ACQUISITION COSTS
Value on January 1 0
Additions 38
- ----------------------------------------------------
VALUE ON DECEMBER 31 38
- ----------------------------------------------------
DEPRECIATION
Value as of January 1 0
Additions 6
- ----------------------------------------------------
VALUE AS OF DECEMBER 31 32
-------
</TABLE>
Additions are shown on the balance sheet at cost including expenses. DM 18.000
were for the purchase of a computer server, DM 17.000 for the purchase of 2
notebook computers and DM 1.000 for the purchase of goods of low value.
The depreciation method applied is straight-line and complies with German tax
law. Goods of low value have been fully depreciated in the year of the
acquisition in accordance with Section 6, para 2 of the German tax code (DM
1.000)
39. Claims from deliveries and performances (accounts receivable) (DM
<PAGE> 12
-10-
176.000) concern Consulting services and Software licenses. These claims were
paid in January 1999.
40. Miscellaneous assets concern for the most part a loan granted to Sagent
France SA, Saint Germain en Laye, in the amount of DM 238.000.
41. Liquid assets comprise the following:
<TABLE>
<CAPTION>
- ----------------------------------------------------
DEC. 31, 1998
DM'000
- ----------------------------------------------------
<S> <C>
PETTY CASH 0
- ----------------------------------------------------
CASH IN BANKS
Deutsche Bank AG, Munich 23
HypoVereinsbank AG; Haar 100
- ----------------------------------------------------
123
---------
123
---------
</TABLE>
42. Deferrals on the asset side of the balance sheet (DM 12.000) concern the
prepayment of fees for an IT-exhibition.
43. The equity of the company has been used up by start-up losses during 1998.
We refer to section B.I. of this report.
44. Liabilities towards shareholders (DM 478.000) are liabilities towards
ISAR-Vermogensverwaltung GbR mbH.
45. Other provisions (DM 55.000) concern consulting services to be provided (DM
49.000), Costs for the drawing up of the annual accounts and audit costs (DM
5.000) as well as guarantees (DM 1.000).
46. Liabilities from deliveries and performances (DM 86.000) are for the most
part a result of travel expenses and software licenses. Except for DM 3.000 all
liabilities were paid at the beginning of June 1999.
47. Other liabilities (DM 11.000) comprise liabilities on the personnel
account 1998. DM 2.000 are liabilities for social charges and DM 9.000 are
liabilities for
<PAGE> 13
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income tax, church tax, and revenue tax.
48. Liabilities which are not recognisable on the balance sheet are not
existing according to the information given to us.
49. Other financial obligations which are important to evaluate the financial
situation of the company and which are not shown in the balance sheet are not
existing except for the office space lease agreement which can be terminated on
short notice.
50. There were no liabilities concerning orders to purchase fixed assets as of
December 31, 1998.
III. PROFIT SITUATION (PROFIT AND LOSS ACCOUNT)
The following P&L account has been derived from the Profit & Loss account in
Exhibit II. Since the company began its business activities on May 2, 1998, we
decided not to compare 1998 numbers to 1997 numbers as such a comparison would
not be representative.
<PAGE> 14
-12-
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
1998
-------------------------
DM'000 %
- ---------------------------------- -------------------------
<S> <C> <C>
PROCEEDS FROM TURNOVER/TOTAL
PERFORMANCE 138 100,0
Cost of Performances obtained (36) (26,1)
- ---------------------------------------------------------------------
GROSS RECEIPTS 102 73,9
Cost of staff 164 118,8
Depreciation on tangible assets 8 5,8
Costs for Personnel Hiring 112 81,2
Costs for legal and other consulting 41 29,7
Costs for offices 36 26,1
Other operating expenses 69 50,1
- ---------------------------------------------------------------------
TOTAL OPERATING EXPENSES 430 311,5
- ---------------------------------------------------------------------
OPERATING RESULT (328) (237,7)
Interest result 4 2,9
- ---------------------------------------------------------------------
RESULT OF NORMAL BUSINESS ACTIVITY/
ANNUAL DEFICIT (324) (234,8)
- ---------------------------------------------------------------------
Loss carried forward from previous year (8) (5,8)
- ---------------------------------------------------------------------
LOSS ON BALANCE (332) (240,6)
- ---------------------------------------------------------------------
</TABLE>
52. The profit situation of Sagent Technology GmbH, Grasbrunn, is characterized
by increased revenues in the amount of DM 138 K compared to the previous year,
due to the start of business activities.
Operating expenses (DM 430 K) concern primarily Personnel expenses (DM 164 K)
and hiring costs (DM 112). These start-up costs led to a negative operating
result in the amount of DM 328 K for 1998.
Taking into account the positive interest result of DM 4 K (Previous year
DM 1K), the company shows an increase in the annual deficit by DM 316 K
compared to the previous year to DM 324 K.
<PAGE> 15
-13-
53. Total Revenues consist of the following:
<TABLE>
<CAPTION>
- ----------------------------------------------------
1998
DM'000
- ----------------------------------------------------
<S> <C>
Licenses 90
Consulting 43
Other 5
- ----------------------------------------------------
138
- ----------------------------------------------------
</TABLE>
Other revenues contain seminar participation fees in the amount of DM 3 K.
54. Costs of performances obtained (DM 36 K) contain costs from the purchase of
licenses.
55. The gross receipts (DM 102 K) increased to DM 102 K due to the fact that
the company did not perform any business activities in the previous year.
56. Costs of staff include:
<TABLE>
<CAPTION>
- ----------------------------------------------------
1998
DM'000
- ----------------------------------------------------
<S> <C>
Wages and Salaries 153
Social Charges 11
- ----------------------------------------------------
164
- ----------------------------------------------------
</TABLE>
57. The detail of the depreciation of tangible assets (DM 8 K) is shown in
Exhibit 1, Page 2.
58. The costs for hiring personnel (DM 112 K) contain costs for the use of
consulting/head hunting services in the amount of DM 92 K.
59. Costs for legal and other consulting (DM 41 K) consist of DM 14 K of
consulting services for Marketing, Sales Support and Controlling, DM 13 K for
the Wendorff consulting office and DM 7 K for notary expenses as well as costs
for the registration in the German register of companies for the capital
increase in the fiscal year 1998, the change of the company name, and the sale
of shares. Please refer to the Explanations in section B.I. of "Legal
foundations" of this
<PAGE> 16
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report.
60. The costs for offices (DM 36 K) are a result of renting office space since
July 1, 1998. The monthly rental fee amounts to DM 6 K plus value added tax.
Other operating costs are:
<TABLE>
<CAPTION>
- ----------------------------------------------------
1998
DM'000
- ----------------------------------------------------
<S> <C>
Travel- and entertainment costs 47
Postage and Telephone 7
Office supplies 7
Internet access fees 5
Other 3
- ----------------------------------------------------
69
- ----------------------------------------------------
</TABLE>
62. The operating result in 1998 is negative with DM -328 K due to start-up
losses.
63. The interest result consists of the following:
<TABLE>
<CAPTION>
- ----------------------------------------------------
1998
DM'000
- ----------------------------------------------------
<S> <C>
INTEREST INCOME
Out of cash in bank 4
Short-term investment 1
- ----------------------------------------------------
5
- ----------------------------------------------------
INTEREST EXPENSE
Loans from Shareholders 1
- ----------------------------------------------------
1
- ----------------------------------------------------
4
- ----------------------------------------------------
</TABLE>
64. The annual deficit in 1998 amounts to DM 324 K as opposed to DM 8 K in the
previous year.
<PAGE> 17
IV. APPENDIX
65. In the appendix (Exhibit III) all statements, which are required by
commercial law, are included in a complete and correct manner.
V. DISADVANTAGEOUS CHANGES AND LOSSES ACCORDING TO SECTION 321 PARA 1,
SENTENCE 4 OF THE COMMERCIAL CODE.
66. The Asset-, Financial- and Profit situation of the company was
characterized by start-up losses in the fiscal year 1998. The reason for these
losses were costs incurred during the start-up phase, which could not be offset
by sufficient revenues.
D. ACCOUNTANCY
67. The company employs the standard software "Lexware PC Buchhalter" by Lexware
GmbH on a personal computer for keeping the financial accounts.
68. The accounting for tangible assets is done manually.
69. The salaries and wages calculations are done externally with systems and
software of DATEV eG, Nurnberg.
70. The bookkeeping and the maintenance of receipts and invoices are properly
done. According to the result of our audit, the accountancy complies with the
requirements of commercial law.
71. Year 2000 Issues: According to the information provided by management and
our assessment, there are no indications that the procedures introduced by
management to guarantee the proper functioning of the company's systems and
software over the change of the year are inadequate.
72. The change to the EURO has already been started by implementing software
upgrades.
<PAGE> 18
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E. REDEPFLICHT
73. The Asset-, Financial - and Profit situation of the company was
characterized by start-up losses in the fiscal year 1998. Details are shown in
Section C. of this report.
74. The company shall be continued according to the information provided by
management. The plan for 1999 provides the following information (table not
translated as the same information is provided in a separate spreadsheet).
75. For the months January through July 1999, the company calculated the
following numbers. (Table not translated as the same information is provided in
a separate spreadsheet.
To finance the company the shareholders have provided additional loans in 1999.
F. SUMMARY OF AUDIT RESULT
76. The annual accounts of the company have been properly drawn up from the
accounts.
The Asset and Liability items have been correctly and completely reported and
proof of these items has been provided.
The appendix contains all relevant details in a complete and correct manner.
77. Required proofs and explanations have been provided by management.
The management of the company confirmed to us in a standard professional
statement of completeness concerning the accounting, the annual accounts, the
situation of the company, the explanations concerning the Year 2000 issues and
the introduction of the EURO that the annual accounts take into account all
assets that have to be shown in the balance sheet, all obligations, risks, and
deferrals; that the annual accounts also contain all expenses and profits and
that all explanations and proofs have been provided. Our audit did not produce
any findings to the contrary.
<PAGE> 19
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78. The assets, financial position, and profit situation is shown in section
C, of this report.
79. We reported disadvantageous changes and losses in accordance with Section
321, paragraph 1, sentence 4 of the Commercial Code in Section C, of this
report.
80. We compiled with the legal obligation to give an opinion in accordance with
Section 321 paragraph 2 of the Commercial Code in Section E, of this report.
81. According to the result of our examination we give Sagent Technology
GmbH's Annual Accounts as of December 31, 1998 the following opinion.
"The accounting and the annual accounts comply according to our examination
with the legal requirements. With respect to proper accounting principles, the
annual accounts give a true and fair view of the assets, financial position and
results of the company."
Kassel, August 26, 1999
PwC Deutsche Revision
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
<PAGE> 20
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ENCLOSURES
PwC Deutsche Revision
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
<PAGE> 21
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CONTENTS
ENCLOSURES
I Balance sheet as of December 31, 1998
II Profit and loss account for the period from
1 January to 31 December 1998
III Appendix 1998
General Conditions of Assignment, January 1, 1999
Special Conditions, January 1, 1999
(not translated)
<PAGE> 22
EXHIBIT 1
SAGENT TECHNOLOGY GmbH, GRASBRUNN
<TABLE>
<CAPTION>
Assets 31.12.1998 31.12.1997(1)
- ------------------------------------------------ ---------- -------------
DM DM
---------- ----------
<S> <C> <C>
Capital assets
Intangible assets
Software 15.348,82 0,00
Tangible assets
Other investments, fixtures 32.300,06 0,00
---------- ----------
47.648,88 0,00
---------- ----------
Current assets
Claims and further items of property
Claims from deliveries and performances 175.601,98 358,36
Other items of property 239.019,11 0,00
---------- ----------
414.621,09 358,36
---------- ----------
Cash balance and assets with financial institutes 123.618,08 45.751,71
---------- ----------
538.239,17 46.110,07
---------- ----------
Items for accrual and deferral 11.650,00 0.00
---------- ----------
Deficit not covered by equity 32.523,42 0,00
---------- ----------
Total Assets 630.061,47 46.110,07
---------- ----------
</TABLE>
(1) unaudited numbers
<PAGE> 23
SAGENT TECHNOLOGY GMBH, GRASBRUNN
EXHIBIT 1
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
EQUITY AND LIABILITIES 31.12.1998 31.12.1997
- ----------------------------------------------------------------------------
DM DM
---------- ----------
<S> <C> <C>
SUBSCRIBED CAPITAL 300.000,00 50.000,00
Loss on balance -332.523,45 -8.520,60
Deficit not covered by equity 32.523,45 0,00
----------- ----------
0,00 41.479,40
----------- ----------
PROVISIONS
Other Provisions 55.000,00 1.500,00
LIABILITIES
Liabilities from deliveries and performances 85.998,06 0,00
Liabilities towards shareholders 477.633,34 0,00
Other liabilities 10.930,07 3.130,67
----------- ----------
574.561,47 3.130,67
----------- ----------
TOTAL EQUITY AND LIABILITIES 630.061,47 46.110,07
- ----------------------------------------------------------------------------
</TABLE>
1) unaudited numbers
<PAGE> 24
SAGENT TECHNOLOGY GMBH
DEVELOPMENT OF THE CAPITAL ASSETS 1998
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
COST OF PURCHASE ACCUMULATED DEPRECIATIONS BOOK VALUES
1.1.1998 ADDITIONS DISPOSALS 31.12.1998 1.1.1998 ADDITIONS DISPOSALS 31.12.1998 31.12.1998 31.12.1997
- ------------------------------------------------------------------------------------------------------------------------------------
DM DM DM DM DM DM DM DM DM DM
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTANGIBLE ASSETS
Software 0,00 16.536,22 0,00 16.538,22 0,00 1.187,40 0,00 1.187,40 15.348,82 0,00
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER INVESTMENTS
Other Assets, Hardware 0,00 38.909,37 1.166,88 37.742,49 0,00 6.609,31 1.166,88 5.442,43 32.300,06 0,00
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
0,00 55.445,59 1.166,88 55.445,59 0,00 7.796,71 1.166,88 7.796,71 47.648,88 0,00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 25
SAGENT TECHNOLOGY GMBH, GRASBRUNN
PROFIT AND LOSS ACCOUNT FOR THE PERIOD FROM
JANUARY 1 UNTIL DECEMBER 31, 1998
<TABLE>
<CAPTION>
APRIL 1 TO
1998 DEC.31, 1997
- -------------------------------------------------------------------------------
DM DM
-----------------------------
<S> <C> <C>
Proceeds from turnover 137.929,71 0,00
Other company income 386,16 0,00
Cost of material
Cost of performances obtained 36.026,37 0,00
------------
COST OF STAFF
Wages and salaries -152.409,00 -6.670,35
Social taxes and costs -11.328,54 -5,49
------------
-163.737,54 -6.676,84
Depreciations on tangible assets -7.796,71 0,00
Other operating expenses -258,916,74 -2.561,49
Other interest and similar costs 4,555,26 817,93
Interest and similar expenses -396,62 -101,20
- -------------------------------------------------------------------------------
RESULT OF NORMAL BUSINESS ACTIVITY/ANNUAL DEFICIT -324.002,85 -8.620,60
- -------------------------------------------------------------------------------
Loss carried forward from the previous year -8.520,80 0,00
- -------------------------------------------------------------------------------
LOSS ON BALANCE -332.523,45 -8.520,60
- -------------------------------------------------------------------------------
</TABLE>
<PAGE> 26
INDEX TO EXHIBITS
<TABLE>
Number Description
- ------- -----------
<S> <C>
2.1 Acquisition agreement dated November 30, 1999 between Sagent Technology, Inc.
and Sagent Technology, GmbH.
2.2 Acquisition agreement dated November 30, 1999 between Sagent Technology, Inc.
and Sagent France.
99.1 Press release dated December 1, 1999.
</TABLE>
<PAGE> 1
EXHIBIT 2.1
URNr. 23652 /1999
-------
On this 30th day of November 30 nineteen hundred ninety-nine before me.
Dr. Michael Bohrer
Notary
officially appointed in Munich, State of Bavaria, Germany, at my office
Brienner [TEXT ILLEGIBLE] 25, D-80333 Munchen, were present
1. Ms. Petra Beyer,
born on 06/11/67, Betriebswirtin,
Heilwigstr. 15, 81825 Munich,
personally known to me,
Ms. Beyer acts on her own behalf as well as on behalf of
a) Ms. Katja Beyer,
born on 10/06/65,
An der Kelter 16, 53177 Bonn
b) Mrs. Ultrike Billon,
nee Pfeiffer, born on 07/24/63,
Kauffrau,
Grossman 8, CH-6314 Unteraegen.
c) GREAT MINSTER VENTURES LIMITED,
3A Great Minster Street, Winchester, Hants SO23, 9HA/England.
da) Mr. Heinz-Dieter Wendorff
born on 03/24/38, Mathematiker,
Schaferweg 16, 33100 Paderborn.
db) Mrs. Susanne Klute, nee Wendorff
born on 04/28/68, Industriekauffrau,
Berliner Ring 29, 33100 Paderborn
dc) Mrs. Claudia Wendorff
nee Wendorff, born on 09/01/64
Dipl.-Kauffrau,
Ginsterweg 16, 33100 Paderborn
e) Mr. Wolfgang Raum,
born on 08/30/41, Kaufman,
Josef-Schnitz-Str. 6b, 33[TEXT ILLEGIBLE]6 Paderborn,
f) Mr. Elserino Piol,
born on 08/12/31, Executive,
Via Mameli, 11/2/29 Milano/Italy,
g) Mr. Carlo Peretti,
born on 03/05/30
Via Platani 2, 22060 Canmate/Italy,
<PAGE> 2
ha) Mr. Klaus Luft
born on 10/22/41, Kaufmann.
Von-Trotha-Str. 12, 81827 Munchen.
hb) Ms. Sabine Luft
born on 02/17/66,
Leopoldstr. 61, 80802 Munich
ec) Mr. Alexander Luft
born on 05/27/75, Student,
Von-Trotha-Str. 12, 81827 Munchen.
Ms. Beyer and the persons on whose behalf she is acting have entered into a
partnership agreement which is governed by German law. The partnership is
know as "Isar Vermogensverwaltungs GbR mit beschrankter Haftung". The
partnership is hereinafter referred to as "Seller".
Ms. Beyer is acting in her capacity as Managing Director of said "Isar
Vermogensverwaltungs GbR mit beschrankter Haftung" pursuant to sec. 7 of
the partnership agreement and to the minutes of the partners meeting (the
original documents of which were presented at the beginning of the
notarial proceedings dated April 13, 1997); certified copies
of said sec. 7 and of said minutes are attached to this deed.
2. Mr. Keith Jensen,
born 11/28/58.
38278 Alta Drive, Fremont, CA 94536, USA
identified by his US passport no. 201443829
does not act on his own behalf but on behalf of
SAGENT TECHNOLOGY, INC.
800 W. EL CAMINO REAL,
MOUNTAIN VIEW, CALIFORNIA 94040, USA
Is hereinafter referred to as "Purchaser".
Mr. Jensen produced a copy of his power of attorney which is attached to
this deed.
The parties applied for notarial recording; furthermore, they applied this
notarial deed not to be drawn up in the German but in the English language.
Each party being present during the whole proceedings they declared orally.
<PAGE> 3
PREAMBLE
WHEREAS, Under HRB No. 116545 in the Commercial Register of the Local Court of
Munich is registered
Sagent Technology GmbH
(mailing address: Gut Keferloh 1B, 85630 Grasbrunn)
According to the entry in the Commercial Register, the nominal capital of the
company amounts to DM 300,000.
WHEREAS, Isar Vermogensverwaltungs GbR mit beschrankter Haftung is the sole
holder of all shares of the capital of the company mentioned above (share
holdings in the amount of DM 49,500, DM 250,000, DM 500 (deeds Notar Dr. Michael
Bohrer, 2-0969/97, 2-1624/98, 2-1822/98, 2-1824/98)) and the shares have been
paid in fully by cash and are in the joint ownership assets
("Gesamthandsvermogen") of the Seller.
WHEREAS, the SELLER and the PURCHASER agreed that the Seller will sell and
assign to the Purchaser the shares of Isar Vermogensverwaltungs
GbR mit beschrankter Haftung in Sagent Technology Gmbh.
WHEREAS, the Joint Venture Agreement between the Seller and the Purchaser as of
April 8, 1998 (including any amendments) shall be terminated effective with the
legally valid acquisition of all shares by Purchaser.
<PAGE> 4
NOW, THEREFORE, the Parties agree as follows:
I. SALE AND TRANSFER OF THE SHARES
1.1 The SELLER hereby sells and the PURCHASER hereby acquires the shares in
Sagent Technology GmbH described under Preamble above with economic effect
as of today.
1.2 The SELLER hereby transfers the shares in Sagent Technology GmbH described
under Preamble above to the PURCHASER with economic effect as of today and
the PURCHASER accepts such transfer.
II. PURCHASE PRICE
2.1 The purchase price for the shares in Sagent Technology GmbH amounts to
US$ 1,993,367 of which
US$ 498,342 shall be payable on January 15, 2000
US$ 966,684 shall be payable on February 29, 2000
US$ 498,342 shall be payable on May 30, 2000.
2.2 SELLER herewith transfers its claims against Sagent Technology GmbH for
repayment of the loans granted according to the loan agreements between
SELLER and Sagent Technology GmbH as of January 14, 1999 (and amendment of
March 1, 1999), as of December 30, 1998 and as of May 15, 1998 in the
total amount of DM 751,694.48 to PURCHASER against payment of DM
751,694.48. The payments shall be made in US$ as follows:
US$ 98,351 shall be payable on January 15, 2000
US$ 196,702 shall be payable on February 29, 2000
US$ 98,351 shall be payable on May 30, 2000.
2.3 Payments shall be made to the bank account named by the SELLER and shall
be subject to further payment of 5% interest p.s. starting on December 1,
1999.
<PAGE> 5
2.4 The profit respectively loss of Sagent Technology GmbH for 1999 shall
exclusively belong to the PURCHASER; no compensation for profit or losses
prior to December 1, 1999 shall be payable.
III. GUARANTEES OF THE SELLERS
The SELLER guarantees that the following information is correct and complete as
of today:
3.1 The information contained in the Preamble of this Agreement is accurate in
every respect.
3.2 Upon transfer of the Shares the PURCHASER will become the sole shareholder
of Sagent Technology GmbH. The nominal capital of Sagent Technology GmbH
has been fully paid and not repaid. The shares are free from any rights of
third parties and are neither subject to any supplementary payment
obligations nor to any other commitments or restrictions.
3.3 Upon transfer of the Shares only the PURCHASER but not any other natural or
legal person will have a direct or indirect participation of any kind
(incl. silent partnerships) in Sagent Technology GmbH or its business.
There are no claims for granting such participation. No parties other than
the SELLER and the PURCHASER have held such participations or claims for
the grant of participations in Sagent Technology GmbH since its
establishment.
3.4 The current version of the Articles of Association of Sagent Technology
GmbH is attached as ANNEX 1 (for evidence purpose only). Amendments have
not been made. Apart from the Articles of Association no agreements
resolutions or promises have been made in respect to the relation between
Sagent Technology GmbH and its shareholder nor have any obligations been
entered into to conclude such agreements, to resolve such resolutions or to
make such promises.
3.5 Sagent Technology GmbH is duly established and existent. All facts to be
registered in the Commercial Register have been registered therein, all
facts of which the Commercial Register has to be notified are notified and
all documents to be submitted to the Commercial Register have been
submitted.
3.6 With the exception of retentions of title (Eigentumsvorbehalt) which are
customary in the industry and have been made in the ordinary course of
business and the assets which have been rented or leased pursuant to the
rent and lease agreements listed in
<PAGE> 6
6
ANNEX 2 Sagent Technology GmbH has full, unrestricted and unencumbered
title to, and possession of, all tangible and intangible assets which
serve or are intended to serve its business. All these assets have been
duly maintained and are in good serviceable condition except from normal
wear and tear. The current assets are according to quantity and quality
marketable in the ordinary course of business at current market prices.
3.7 Sagent Technology GmbH does not have any branches or divisions outside of
its principle place of business and does not hold any interest in any
other enterprise, except for its 12.5% participation in Sagent France S.A.
described in detail in ANNEX 3. The shares held in Sagent France S.A. are
free from any rights of third parties and are neither subject to any
supplementary payment obligations or to any other commitments or
restrictions. From the participation in Sagent France S.A. result no
obligations, except for those described in ANNEX 4. SELLER has not
exercised any rights it may have concerning the acquisition of further
shares in Sagent France S.A. and has not paid any compensation for any
such rights.
3.8 The conclusion and consummation of this Agreement neither violates the
Articles of Association of Sagent Technology GmbH nor any agreement or
restriction Seller or Sagent Technology GmbH is subject to, nor any legal
provisions which apply because of certain circumstances of the SELLER or
of Sagent Technology GmbH, and they further do not require, with respect
to the SELLER or Sagent Technology GmbH, the consent of any third party or
judicial or governmental approval, consent or clarification.
3.9 The SELLER has provided the PURCHASER with the financial statements of
Sagent Technology GmbH as of December 31, 1997 (not audited), see ANNEX 5
as of December 31, 1998 (audited), see ANNEX 6, and with an interim
financial statement as of October 31, 1999 (not audited). see ANNEX 7.
(these annexes are attached for evidence purposes only)
The aforementioned financial statements have been prepared with the care
of a diligent businessman on the basis of proper bookkeeping in accordance
with German generally accepted accounting, valuation and depreciation
principles. Such principles have in each case been applied consistently
and without change as to the preceding year. These financial statements
are complete and correct and convey a true picture of the financial
position of Sagent Technology GmbH and of the results of the respective
business operations of Sagent Technology GmbH for each period covered by
the respective financial statement.
3.10 Since January 1, 1999 until today
<PAGE> 7
7
3.10.1 Sagent Technology GmbH has operated its business properly and in the
ordinary course, without any interruption or change in the nature or
scope of the business operation;
3.10.2 Sagent Technology GmbH has entered into contracts with customers
exceeding a contract value of DM 10,000 which are conclusively listed
in ANNEX 8;
3.10.3 Sagent Technology GmbH has entered into contracts with suppliers
exceeding a contract value of DM 10,000 which are conclusively listed
in ANNEX 9;
3.10.4 Sagent Technology GmbH has paid its creditors within the time agreed,
and accordingly there are no debts of Sagent Technology GmbH which
have been due for more than two months with the exception of debts
vis-a-vis Purchaser;
3.10.5 there has been no unusual change in the inventory levels of Sagent
Technology GmbH;
3.10.6 there has been no material deterioration of the financial position,
prospects or turnover of Sagent Technology GmbH;
3.10.7 no pension promises or schemes have been granted or introduced by
Sagent Technology GmbH nor have existing pension promises or schemes
been amended;
3.10.8 all wage and salary increases granted by Sagent Technology GmbH were
required under collective bargaining agreements or, if this was not
the case, were within the normal industry level;
3.10.9 no agreements relevant for the business operation have been terminated
or adversely amended;
3.10.10 no direct or indirect material obligations of Sagent Technology GmbH
or encumbrances of the assets of Sagent Technology GmbH have been
created;
3.11. The amounts shown as receivables in the December 31, 1998 financial
statement of Sagent Technology GmbH have been collected without
deduction and delcredere, collection or other costs
<PAGE> 8
8
All amounts listed as receivables in the October 31, 1999 financial
statement which have not been paid as of today are listed in ANNEX 10.
3.12 Sagent Technology GmbH does not own real estate or real estate rights.
The lease and rent agreements of Sagent Technology GmbH for real estate,
buildings and rooms are conclusively listed in ANNEX 11. The rented or
leased real estate, buildings and rooms are in such condition as to comply
fully with the relevant rent or lease agreement and are at the disposition
of Sagent Technology GmbH to the extent provided in the lease and rent
agreements.
3.13 Sagent Technology GmbH is not party to or threatened by any litigation,
administrative proceedings or investigations, nor are circumstances known
to exist which might reasonably be expected to lead to such litigation,
administrative proceeding or investigations. Sagent Technology GmbH is not
subject to any judgment, decree or settlement in any legal or
administrative proceedings which might materially restrict or impair it in
certain business measures, the purchase or disposition of assets, in
competition or in the operation of its business.
3.14 Except for the contracts, agreements and promises (hereinafter
collectively "Contractual Obligations") listed in ANNEX 12, Sagent
Technology GmbH is not subjected to any Contractual Obligations whether
express or implied of the type set forth below:
3.14.1 Rent or lease agreements, including financial leases for movable
or immovable property, unless listed in Annexes 2 and 11;
3.14.2 Commercial agency or distribution agreements;
3.14.3 Insurance policies;
3.14.4 Agreements relating to the purchase of fixed assets or
construction projects;
3.14.5 Loan agreements;
3.14.6 Service agreement with MATCH -- Market Access for Technology
Services GmbH. (attached for informative purposes only)
The information on the contents of the Contractual Obligations containedp
in Annex 12 is complete and correct. The Contractual Obligations are
legally valid and enforceable against the parties thereto. Neither Sagent
Technology GmbH nor the
<PAGE> 9
9
respective other party has in a material degree breached, or is in default
under any Contractual Obligation. The conclusion and consummation of this
Agreement will not result in any change or termination of any Contractual
Obligation or the acceleration of any obligations or liability of Sagent
Technology GmbH.
3.15 Sagent Technology GmbH is not subject to any contractual obligations of
the type set forth below:
3.15.1 Agreements in relation to the supply of products or merchandise by
Sagent Technology GMbH beyond the ordinary course of business;
3.15.2 Joint venture or cooperation agreements or agreements restricting
competition; except for the Exclusive Software Distribution
Agreement with Purchaser;
3.15.3 Financing agreements not reflected in the financial statements, or
obligations on bills of exchange;
3.15.4 Derivatives not reflected in the financial statements;
3.15.5 Surety (Burgschaft), letters of comfort, guarantees or other
promises of Sagent Technology GmbH for a assuming or securing an
obligation of a third party; or
3.16 ANNEX 13 contains a complete and correct list and a short description of
all patents, utility models, design patents, trademarks and names used by
Sagent Technology GmbH as distributor of PURCHASER in the business as well
as all other intellectual property rights owned by or applied for by
Sagent Technology GmbH, if any. Expect as provided otherwise in Annex 13.
3.16.1 Sagent Technology GmbH is the sole unrestricted owner of the
intellectual property rights listed as own rights and is not
restricted in their sole and exclusive use;
3.16.2 none of the intellectual property rights used by Sagent Technology
GmbH is infringed by any third party;
3.16.3 there are no intellectual property rights or name of firm name
rights of third parties which are infringed by Sagent Technology
GmbH by marketing and
<PAGE> 10
10
consulting on any of its present products or by any other act within
its business; and
3.17 ANNEX 14 contains an accurate and complete list of all bank and postal
check accounts of Sagent Technology GmbH mentioning the respective persons
authorized to sign on these accounts.
ANNEX 15 contains an accurate and complete list of all managing directors,
general representatives (Generalbevollmachtigte) and persons holding power
of procuration as well as all commercial powers of attorney and other
powers of attorney granted by Sagent Technology GmbH.
3.18 Sagent Technology GmbH has
3.18.1 for the period prior to December 1, 1999 duly filed all tax
declarations and other declarations required under the applicable
laws to be filed with tax or other authorities, in particular, but
not limited to, the declarations for trade tax, corporate income
tax, value added tax, withholding taxes (particularly wage
withholding tax) and custom duties, unless filing could not be
completed due to necessary documents not provided by PURCHASER.
3.18.2 for the period prior to December 1, 1999 paid all taxes and other
public dues and all due tax prepayments for all applicable taxes
assessed and due, in particular, but not limited to, trade tax,
corporate income tax, value added tax and custom duties.
3.18.3 for the period prior to December 1, 1999 withheld and transferred in
a timely fashion all due withholding taxes, social security
contributions and similar charges to the competent authority, in
particular, but not limited to, wage withholding tax, withholding
tax for licenses and dividends, health insurance, pension insurance
and unemployment insurance.
3.18.4 not made any ordinary or hidden profit distributions.
3.19 Sagent Technology GmbH has not suffered an insurable event or damage or
loss which was not covered by insurance, except as reflected in the balance
sheet as of December 31, 1998 and October 31, 1999. Thereafter, no such
event or damage or loss has been suffered.
3.20 Sagent Technology GmbH has obtained all administrative approvals and
licenses which are required for the conduct of its present business. Sagent
Technology GmbH
<PAGE> 11
11
does not violate in its business any terms or conditions or such approvals
and licenses. Sagent Technology GmbH does not violate in its business any
rights of third parties or any applicable laws including competition
provisions. Sagent Technology GmbH does not violate regulations concerning
environmental protection and job safety.
3.21 To the best of SELLERS' knowledge there are no particular circumstances
which could in the future have a material adverse effect on the business of
Sagent Technology GmbH. The SELLER has no knowledge of facts or
circumstances which could result in any restriction, impediment or
cessation of the manufacturing and/or the marketing of any products
currently manufactured or marketed by Sagent Technology GmbH, or of
any products currently being intended for marketing.
3.22 Neither the conclusion nor the consummation of this Agreement will result
in the obligation for Sagent Technology GmbH to pay back any subsidies, tax
advantages or comparable benefits of any kind granted to it.
3.23 Except as expressly reserved in this Agreement and its Annexes, the SELLER,
its partners (incl. their members where such partners are partnerships) and
its affiliates in the meaning of Section 15 Stock Corporation Code
(Aktiengesetz) do not have any rights or claims of any kind in or to any
tangible or intangible property or rights owned by Sagent Technology GmbH.
Except as expressly reserved in this Agreement and its Annexes no legal
relationships of any kind between the SELLER, its partners (incl. their
members) or affiliates and Sagent Technology GmbH will exist at closing.
The SELLER, its partners and affiliates will not receive any compensation
or costs for the termination of such legal relationships.
3.24 Sagent Technology GmbH employs 5 employees. Salary, date of commencement,
years of service, age, notice periods and special protection against
dismissal (e.g. disabled persons, maternity leave, parental leave, military
service leave etc.) and any other unusual commitment for these employees
are listed in ANNEX 16.
3.25 To the extent Sagent GmbH, particularly, but not limited to - due to a
future tax audit - has to pay additional taxes or other public dues for the
period prior to December 1, 1999 for which no or no sufficient provisions
have been set up on the balance sheet as of October 31, 1999, the SELLER is
obliged to refund these amounts plus taxes and other public duties related
herewith to the Company, provided such additional taxes or other public
dues have not been caused by the Purchaser as new shareholder of Sagent
GmbH or caused by the management after November 30, 1999. SELLER shall
<PAGE> 12
12
be exempted from such obligation to refund if and to the extent
additional taxes or public dues have to be paid because of Purchaser's
failure to provide necessary documents or information requested from
him under German tax laws.
3.26 With notarial deed of Dr. Bohrer of today Purchaser also acquires a
total of 87.5% of the shares in Sagent France S.A. The provisions of
this deed are known to the Seller, in particular the guarantees in
Section III. Seller herewith assumes joint liability with the Sellers of
the French shares for the correctness and completeness of these
guarantees within the scope of Section V. both agreements are related
to each other in the meaning of section 139 BGB
IV. OBLIGATIONS OF THE PARTIES
4.1 Seller herewith waives all rights if any concerning the acquisition of
further shares in Sagent France S.A. without further consideration
being payable. If and to the extent required, SELLER shall provide
documentation and assistance to Purchaser necessary for its valid
acquisition of all shares in Sagent S.A. not yet owned by Sagent GmbH.
4.2 Purchaser assumes as joint liability the repayment obligation of Sagent
Technology GmBh vis-a-vis SELLER based upon the loan agreement between
SELLER and Sagent Technology GmbH as of March 1, 1999. The loan in the
amount of DM 400,000 shall be repayable on January 3, 2000.
V. PERFORMANCE AND LIABILITY
5.1 Should one or more items of the information and guarantees given by the
SELLER in Section III. above be incorrect or incomplete, the SELLER is
liable vis-a-vis the PURCHASER, in such a case of liability of the
SELLER, at the discretion of the PURCHASER, the SELLER will either (i)
put the amount of month at the disposal of Sagent Technology GmbH -- or
at the request of the PURCHASER to him -- required to create the
situation -- if necessary by agreement with third parties that -- would
exist if the respective information and guarantee had been correct and
complete or (ii) hold the PURCHASER free and harmless of any claims
asserted by a third party resulting from facts which are subject to the
incorrect or incomplete information and guarantee.
5.2 The statute of limitations for a violation of the guarantees of the
SELLER pursuant to this Agreement runs until May 30, 2000. For claims
pursuant to clauses 3.1, 3.3, 3.4, 3.5, 3.8 and 3.22 the legal statute
of limitations applies.
<PAGE> 13
13
The aforementioned statute of limitations shall to the extent necessary, be
extended for claims concerning liabilities of Sagent Technology GmbH for
taxes, social security contributions and other public dues (in particular,
but not limited to trade tax, corporate income tax, value added tax,
withholding taxes (particularly wage withholding tax and withholding tax on
licenses), custom duties, health insurance, pension insurance and
unemployment insurance) until the expiration of six months after legally
binding assessment, following the administrative audits for the respective
periods, of all taxes, social security contributions and other public dues
payable by Sagent Technology GmbH for the period prior to December 1, 1999.
5.3 Inspections and investigations by the PURCHASER or his certified public
accountants, attorneys or other consultants shall neither affect the
SELLERS' obligations and the guarantees hereunder, nor PURCHASER'S
entitlements or rights to raise claims.
5.4 Any liability of the Seller under this Agreement is limited to the amount
of US$ 700,000 (US dollar seven hundred thousand).
VI. PROPRIETARY RIGHTS, SECRECY
6.1 The SELLER undertakes without limitation in time not to use for business
purposes in the software industry any trademark, business name, outfit or
design which is currently used by Sagent Technology GmbH or may be mistaken
for a trademark, business name, outfit or design used by Sagent Technology
GmbH.
6.2 The SELLER undertakes in the future and without limitation in time to keep
strictly confidential all confidential matters known to them and in
particular all business and trade secrets of Sagent Technology GmbH and not
to disclose such matters and secrets, directly or indirectly to any third
party, nor to cause such disclosure by third parties nor to advance or
cover such disclosure, or to use such matters and secrets for themselves.
VII. MISCELLANEOUS
7.1 The notary's fees in connection with the conclusion and execution of this
Agreement shall be borne by the PURCHASER. Apart from this each contractual
party shall bear its own costs and taxes and the costs of its advisors and
auditors, it being understood
<PAGE> 14
14
that advisors retained by Sagent Technology GmbH shall be deemed to have
been retained by the SELLER and, accordingly, their costs will be borne by
the SELLER.
7.2 Changes and amendments to this Agreement shall be valid only if made in
writing and unless no notarial deed is legally required. This will apply
to amendments or a cancellation of this provision. This Agreement
contains all relevant provisions concerning the acquisition of the shares
in Sagent Technology GmbH; SELLER has no further claims based upon the
Joint Venture Agreement.
7.3 Declarations to be made hereunder shall be valid only if made in writing.
7.4 Notices directed to the SELLER shall be addressed as follows:
Isar Vermogensverwaltungs GbR mit beschrankter Haftung
Attn: Ms. Petra Beyer
Gut Keferloh 1B
D-85630 Grasbrunn
Notices directed to the PURCHASER shall be addressed as follows:
Sagent Technology, Inc.
Att. to Keith Jensen
800 W. El Camino Real,
Mountain View, CA 94040, USA
7.5 Each party shall be personally responsible for the satisfaction of all
obligations, if any, vis-a-vis brokers or finders retained by that party
in respect to the transaction contemplated hereby. The SELLER represents
and warrants that Sagent Technology GmbH is not subject to such obligation
vis-a-vis brokers or finders.
7.6 All provisions to this Agreement form an integral part of this Agreement.
The headings in this Agreement shall only have the purpose of easier
orientation and are of no consequences for the contents and the
interpretation of this Agreement.
7.7 This Agreement shall be governed by the law of the Federal Republic of
Germany. The adherence to the law of the place where this Agreement is
executed shall be sufficient in all matters of form.
7.8 Exclusive venue for all disputed arising under or in connection with this
Agreement or any other agreement executed in connection herewith including
any dispute with respect to the validity of such agreements shall be
Munich, Germany to the extent legally permissable.
7.9 If a provision of this Agreement should be or become invalid or not
contain a necessary regulation, the validity of the other provisions of
this Agreement will not be
<PAGE> 15
15
affected thereby. The invalid provision shall be replaced and the gap
filled by a legally valid arrangement which corresponds as closely as
possible to the intention of the parties or what would have been the
intention of the parties according to the aim and purpose of this
Agreement, if they had been aware of the gap.
This Deed and the Annexes thereto (except annexes 1,5, 6,7) have been read by
the Notary to the appeared, approved by them and have been signed by them and
the Notary as follows:
/s/ P. BEYER
- -------------------------------
/s/ [Signature Illegible]
- -------------------------------
[Illegible]
<PAGE> 1
EXHIBIT 2.2
URNr. 23653 / 1999
On this 30th day of November 30 nineteen hundred ninety nine
before me.
Dr. Michael Bohrer
Notar,
officially appointed in Munich, State of Bavaria, Germany,
at my office Brienner Stra[ILLEGIBLE]e 25, D-80333 Munchen, were present
1. Mr. Michel POIRRIER
born on 06/22/1949
30 rue Maurice Ravel
78630 VILLENNES SUR SEINE, France
identified by his French passport no. 97 BF 56249
Mr. Poirrier acts on his own behalf as well as on behalf of
a) Mr. Emmanuel QUERE
born on ____________
41, rue Pierre Nicole
75005 Paris
b) Mrs. Marie Odile CAYEUX
born on 03/24/1958
30 rue Maurice Ravel
78630 VILLENNES SUR SEINE
according to powers of attorney dated 11/29/99, attached to this deed.
-hereinafter referred to as "SELLERS"
2. Mr. Keith Jensen,
with business address at Sagent Technology, Inc.
800 W. El Camino Real, Mountain View,
California 94040, USA.
Personally known to me
not acting on his own behalf but on behalf of
SAGENT TECHNOLOGY, INC.
800 W. EL CAMINO REAL, MOUNTAIN VIEW,
CALIFORNIA 94040, USA,
according to a power of attorney dated 11/24/99. The original of the power
was procured at the beginning of the procedure, a certified copy is appended
to this deed.
-hereinafter referred to as "PURCHASER"
<PAGE> 2
2
The parties applied for notarial recording; furthermore, they applied this
notarial deed not to be drawn up in the German but in the English language.
Each party being present during the whole proceedings they declared orally:
PREAMBLE
WHEREAS, under B414674952 in the Commercial Register of Versailles is registered
SAGENT FRANCE S.A.
(MAILING ADDRESS: 103, RUE PEREIRE.
78105 ST.-GERMAIN-EN-LAYE)
According to the entry in the Commercial Register, the nominal capital of the
company amounts to FF 2,000,000.
WHEREAS, the SELLERS hold the following shares, each share representing a share
capital in the amount of FF 10
shares
1. MR. MICHEL POIRRIER 123,000
30 rue Maurice Ravel
78630 VILLENNES SUR SEINE
2. MR. EMMANUEL QUERE 30,000
41, rue Pierre Nicole
75005 Paris
3. MRS. MARIE ODLLE CAYEUX 22,000
30 rue Maurice Ravel
78630 VILLENNES SUR SEINE
WHEREAS, the following shares of the company (8,000, 8,000, 6,000 and 2,997) are
held by Sagent Technology GmbH which is acquired by PURCHASER today;
WHEREAS, Mr. Razurn, Mr. Luft and Mrs. Beyer held 1 share in the company which
they have transferred to the PURCHASER today as well;
WHEREAS, the SELLERS and the PURCHASER agree that the SELLERS will sell and
assign to the PURCHASER their shares in Sagent France S.A.
NOW, THEREFORE, the Parties agree as follows:
I. SALE AND TRANSFER OF THE SHARES
<PAGE> 3
3
1.1 The SELLERS hereby sell and transfer their shares in Sagent France S. A.
described under the Preamble to the PURCHASER with economic effect as of
today and the PURCHASER accepts such transfer.
1.2 Copies of the corresponding transfer vouchers (ordre de mouvement) are
attached as ANNEX 1 (for evidence purposes only).
II. PURCHASE PRICE, PROFIT
2.1 As compensation for the sale and transfer of the shares in Sagent France
S. A. SELLERS shall receive shares in Sagent Technology, Inc. as follows:
1. Mr. Michel POIRRIER shall receive
3,539 shares on January 15, 2000
7,078 shares on February 29, 2000
3,539 shares on May 30, 2000
2. Mr. Emmanuel QUERE shall receive
863 shares on January 15, 2000
1,727 shares on February 29, 2000
863 shares on May 30, 2000
3. Mrs. Marie Odile CAYEUX shall receive
633 shares on January 15, 2000
1,266 shares on February 29, 2000
633 shares on May 30, 2000
2.2 PURCHASER is not liable in any way for the value of its shares at the dates
of transfer. PURCHASER engages to undertake all necessary measures to
effect the timely and valid transfer of the Sagent shares to SELLERS,
subject to the SELLERS complying with all formalities and supplying all
documents (should any such be necessary) to the same effect.
2.3 The profit respectively loss of Sagent France S. A. for 1999 shall
exclusively belong to the PURCHASER; no compensation for profit or losses
prior to December 1, 1999 shall be payable.
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III. GUARANTEES OF THE SELLERS
The SELLERS as joint and several obligors guarantee that the following
information is correct and complete as of today:
3.1 The information contained in the Preamble of this Agreement is accurate in
every respect.
3.2 Upon transfer of the Shares the PURCHASER will become the sole
shareholders of Sagent France S. A. The nominal capital of Sagent France
S. A. has been fully paid and not repaid. The shares are free from any
rights of third parties and are neither subject to any supplementary
payment obligations nor to any other commitments or restrictions.
3.3 Upon transfer of the shares only the PURCHASERS but not any other natural
or legal person will have a direct or indirect participation of any kind
in Sagent France S. A. or its business. There are no claims for granting
such participation. No parties other than the SELLERS, Sagent Technology
GmbH and the PURCHASER have held such participations or claims for the
grant of participations in Sagent France S. A. since its establishment.
3.4 The current version of the Articles of Association of Sagent France S. A.
is attached as ANNEX 2. (for evidence purposes only) Amendments have not
been made. Apart from the Articles of Association no agreements,
resolutions or promises have been made in respect to the relation between
Sagent France S. A. and its shareholders nor have any obligations been
entered into to conclude such agreements, to resolve such resolutions or to
make such promises.
3.5 Sagent France S. A. is duly established and existent. All facts to be
registered in the Commercial Register have been registered therein, all
facts of which the Commercial Register has to be notified are notified and
all documents to be submitted to the Commercial Register have been
submitted except to the book of 1998 and a change in the composition of the
board.
3.6 With the exception of retentions of title (Eigenumsvorbehalt) which are
customary in the industry and have been made in the ordinary course of
business and the assets which have been rented or leased pursuant to the
rent and lease agreements listed in ANNEX 3, Sagent France S. A. has full,
unrestricted and unencumbered title to, and possession of, all tangible
and intangible assets which serve or are intended to serve
<PAGE> 5
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its business. All these assets have been duly maintained and are in good
serviceable condition except from normal wear and tear. The current assets
are according to quantity and quality marketable in the ordinary course of
business at current market prices.
3.7 Sagent France S. A. does not have any branches or divisions outside of its
principle place of business and does not hold any interest in any other
enterprise. There are no obligations of Sagent France S. A. to establish
branches or divisions outside of its principle place of business or to
acquire interests in other enterprises.
3.8 The conclusion and consummation of this Agreement neither violates the
Articles of Association of Sagent France S. A. nor any agreement or
restriction SELLERS or Sagent France S. A. are subject to, nor any legal
provisions which apply because of certain circumstances of the SELLERS or
of Sagent France S. A., and they further do not require, with respect to
the SELLERS or Sagent France S. A., the consent of any third party or
judicial or governmental approval, consent or clarification.
3.9 The SELLERS have provided the PURCHASERS with the (not audited) annual
financial statements of Sagent France S. A. as of December 31, 1998, see
ANNEX 4. In addition, an (not audited) interim financial statement of
Sagent France S. A. as of October 31, 1999, see ANNEX 5 has been provided.
(These annexes are attached for evidence purposes only).
The aforementioned financial statements have been prepared with the care
of a diligent businessman on the basis of proper bookkeeping in accordance
with French generally accepted accounting, valuation and depreciation
principles. Such principles have in each case been applied consistently
and without change as to the preceding year. These financial statements
are complete and correct and convey a true picture of the financial
position of Sagent France S. A. and of the results of the respective
business operation for the period covered by each financial statements.
3.10 Since January 1, 1999 until today
3.10.1 Sagent France S. A. has operated its business properly and in the
ordinary course, without any interruption or change in the nature
or scope of the business operation;
3.10.2 Sagent France S. A. has entered into contracts with customers
exceeding a contract value of FF 30,000 which are conclusively
listed in ANNEX 6;
<PAGE> 6
6
3.10.3 Sagent France S. A. has entered into contracts with suppliers
exceeding a contract value of FF 30,000 which are conclusively
listed in ANNEX 7;
3.10.4 Sagent France S. A. has paid its creditors within the time agreed,
and accordingly there are no debts of Sagent France S. A. which
have been due for more than two months other than stated in Annex
7[Illegible];
3.10.5 there has been no unusual change in the inventory levels of Sagent
France S. A.;
3.10.6 there has been no material deterioration of the financial position,
prospects or turnover of Sagent France S. A.;
3.10.7 no pension promises or schemes have been granted or introduced by
Sagent France S. A. nor have existing pension promises or schemes
been amended;
3.10.8 all wage and salary increases granted by Sagent France S. A. were
required under collective bargaining agreements or, if this was not
the case, were within the normal industry level;
3.10.9 no agreements relevant for the business operation have been
terminated or adversely amended;
3.10.10 no direct or indirect material obligations of Sagent France S. A.
or encumbrances of the assets of Sagent France S. A. have been
created.
3.11. The amounts shown as receivables in the December 31, 1998 and October 31,
1999 financial statements of Sagent France S. A. have been collected
without deduction and delcredere, collection or other costs. All amounts
listed as receivables in the October 31, 1999 financial statement which
have not been paid as of today are listed in Annex 8.
3.12. Sagent France S. A. does not own real estate or real estate rights.
The lease and rent agreements of Sagent France S. A. for real estate,
buildings and rooms are conclusively listed in ANNEX 9. The rented or
leased real estate, buildings and rooms are in such condition as to
comply fully with the relevant rent or lease agreement and are at the
disposition of Sagent France S. A. to the extent provided in the lease
and rent agreements.
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3.13 Sagent France S. A. is not party to or threatened by any litigation,
administrative proceedings or investigations, nor are circumstances known
to exist which might reasonably be expected to lead to such litigation,
administrative proceeding or investigations. Sagent France S. A. is not
subject to any judgment, decree or settlement in any legal or
administrative proceedings which might materially restrict or impair it in
certain business measures, the purchase or disposition of assets, in
competition or in the operation of its business.
3.14 Except for the contracts, agreements and promises (hereinafter collectively
"Contractual Obligations") listed ANNEX 10, Sagent France S. A. is not
subject to any Contractual Obligations whether express or implied of the
type set forth below:
3.14.1 Rent or lease agreements, including financial leases for movable or
immovable property, unless listed in ANNEXES 3 AND 9;
3.14.2 Commercial agency or distribution agreements;
3.14.3 Insurance policies;
3.14.4 Agreements relating to the purchase of fixed assets or construction
projects;
3.14.5 Loan Agreements.
The information on the contents of the Contractual Obligations contained in
Annex 10 is complete and correct. The Contractual Obligations are legally
valid and enforceable against the parties thereto. Neither Sagent France S.
A. nor the respective other party has in a material degree breached, or is
in default under any Contractual Obligation. The conclusion and
consummation of this Agreement will not result in any change or termination
of any Contractual Obligation or the acceleration of any obligations or
liability of Sagent France S. A.
3.15 Sagent France S. A. is not subject to any contractual obligations of the
type set forth below:
3.15.1 Agreements in relation to the supply of products or merchandise by
Sagent France S. A. beyond the ordinary course of business;
3.15.2 Joint venture or cooperation agreements or agreements restricting
competition;
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3.15.3 Financing agreements not reflected in the financial statements,
or obligations on bills of exchange;
3.15.4 Derivatives not reflected in the financial statements;
3.15.5 Surety (Burgschaft), letters of comfort, guarantees or other
promises of Sagent France S.A. for assuming or securing an
obligation of a third party; or
3.16 ANNEX 11 contains a complete and correct list and a short description of
all patents, utility models, design patents, trademarks and names used
by Sagent France S.A. as distributor of PURCHASER in the business as
well as all other intellectual property rights owned by or applied for
by Sagent France S.A., if any. Except as provided otherwise in Annex 11.
3.16.1 Sagent France S.A. is the sole unrestricted owner of the
intellectual property rights listed as own rights and is not
restricted in their sole and exclusive use;
3.16.2 none of the intellectual property rights used by Sagent France
S.A. is infringed by any third party;
3.16.3 there are no intellectual property rights or name or firm name
rights of third parties which are infringed by Sagent France S.A.
by marketing and consulting any of its present products or by any
other act within its business.
3.17 ANNEX 12 contains an accurate and complete list of all bank and postal
check accounts of Sagent France S.A. mentioning the respective persons
authorized to sign on these accounts.
ANNEX 13 contains an accurate and complete list of all managing
directors, general representatives (Generalbevollmachtigte) and persons
holding power of procuration as well as all commercial powers of
attorney and other powers of attorney granted by Sagent France S.A.
3.18 Sagent France S.A. has for the period prior to December 1, 1999
3.18.1 duly filed all tax declarations and other declarations required
under the applicable laws to be filed with tax or other
authorities, in particular, but not
<PAGE> 9
limited to, the declarations for trade tax, corporate income
tax, value added tax, withholding taxes, particularly wage
withholding tax and custom duties, unless filing could not be
completed due to necessary documents not provided by
Purchaser.
3.18.2 paid all taxes and other public dues and all due tax
prepayments for all applicable taxes assessed and due, in
particular, but not limited to, trade tax, corporate income
tax, value added tax and custom duties.
3.18.3 withheld and transferred in a timely fashion all due
withholding taxes, social security contributions and similar
charges to the competent authority, in particular, but not
limited to, wage withholding tax, withholding tax for
licenses and dividends, health insurance, pension insurance
and unemployment insurance.
3.18.4 not made any ordinary or hidden profit distributions.
3.19 Sagent France S.A. has not suffered an insurable event or damage or loss
which was not covered by insurance, except as reflected in the balance
sheet as of December 31, 1998 and October 31, 1999. Thereafter, no such
event or damage or loss has been suffered.
3.20 Sagent France S. A. has obtained all administrative approvals and licenses
which are required for the conduct of its present business. Sagent France
S.A. does not violate in its business any terms or conditions of such
approvals and licenses. Sagent France S. A. does not violate in its
business any rights of third parties or any applicable laws including
competition provisions. Sagent France S. A. does not violate regulations
concerning environmental protection and job safety.
3.21 To the best of SELLERS' knowledge there are no particular circumstances
which could in the future have a material adverse effect on the business
of Sagent France S. A. THE SELLERS have no knowledge of facts or
circumstances which could result in any restriction, impediment or
cessation of the manufacturing and/or the marketing of any products
currently manufactured or marketed by Sagent France S. A., or of any
products currently being intended for marketing.
3.22 Neither the conclusion nor the consummation of this Agreement will result
in the obligation for Sagent France S. A. to pay back any subsidies, tax
advantages or comparable benefits of any kind granted to it.
<PAGE> 10
3.23 Except as expressly reserved in this Agreement and its Annexes, the
SELLERS, their relatives and their affiliates do not have any rights or
claims of any kind in or to any tangible or intangible property or rights
owned by Sagent France S. A. Except as expressly reserved in this
Agreement and its Annexes no legal relationships of any kind between the
SELLERS, their relatives or affiliates and Sagent France S. A. will exist
at closing. The SELLERS, their relatives and affiliates will not receive
any compensation or costs for the termination of such legal relationships.
3.24 Sagent France S. A. employs 6 employees. Salary, date of commencement,
years of service, age, notice periods and special protection against
dismissal (e.g. disabled persons, maternity leave, parental leave,
military service leave etc.) and any other unusual commitment for these
employees are listed in ANNEX 14.
3.25 To the extent Sagent France S. A., particularly, but not limited to - due
to a future tax audit - has to pay additional taxes or other public dues
for the period until December 1, 1999 for which no or no sufficient
provisions have been set up on the balance sheet of October 31, 1999, the
SELLERS are obliged to refund these amounts plus taxes and other public
duties related herewith to the Company, provided such additional taxes or
other public dues have not been caused by the PURCHASER as new
shareholder of Sagent France S. A. or by the management after November
30, 1999. Sellers shall be exempted from such obligation to refund if and
to the extent additional taxes or public dues have to be paid because of
Purchaser's failure to provide necessary documents or information
requested from him under French tax laws.
IV. PERFORMANCE AND LIABILITY
4.1 Should one or more items of the information and guarantees given by the
SELLERS in Section III, above be incorrect or incomplete, the SELLERS are
jointly and severally and liable vis-a-vis the PURCHASER. In such a case
of liability of the SELLERS, at the discretion of the PURCHASER, the
SELLERS will either (i) put the amount of money at the disposal of Sagent
France S. A. - or at the request of the PURCHASER to him - required to
create the situation - if necessary by agreement with third parties -
that would exist if the respective information had been correct and
complete or (ii) hold the PURCHASER free and harmless of any claims
asserted by a third party resulting from fact which are subject to the
incorrect or incomplete information.
4.2 The statute of limitations for a violation of the guarantees of the
SELLERS pursuant to this Agreement runs until May 30, 2000. For claims
pursuant to clauses 3.1, 3.3, 3.4, 3.5, 3.8 and 3.22 the legal statute of
limitations applies.
<PAGE> 11
The aforementioned statute of limitations shall to the extent necessary, be
extended for claims concerning liabilities of Sagent France S. A. for
taxes, social security contributions and other public dues. [in particular,
but not limited to trade tax, corporate income tax, value added tax,
withholding taxes (particularly in wage withholding tax and withholding tax
on licenses), custom duties, health insurance, pension insurance and
unemployment insurance], until the expiration of six months after legally
binding assessment, following the administrative audits for the respective
periods, of all taxes, social security contributions and other public dues
payable by Sagent France S. A. for the period until December 1, 1999.
4.3 Inspections and investigations by the PURCHASER or his certified public
accountants, attorneys or other consultants shall neither affect the
SELLERS' obligations and the representations and warranties hereunder, nor
PURCHASER's entitlements or rights to raise claims.
4.4 The joint liability of the Sellers under this Agreement is limited to the
amount of US$ 463,000 (US$ fourhundredsixtythreethousand).
V. PROPRIETARY RIGHTS, SECRECY
5.1 The SELLERS undertake without limitation in time not to use for business
purposes in the software industry any trademark, business name, outfit or
design which is currently used by Sagent France S. A. or may be mistaken
for a trademark, business name, outfit or design used by Sagent France
S. A.
5.2 The SELLERS undertake in the future and without limitation in time to keep
strictly confidential all confidential matters known to them and in
particular all business and trade secrets of Sagent France S. A. and not to
disclose such matters and secrets, directly or indirectly to any third
party, nor to cause such disclosure by third parties nor to advance or
cover such disclosure, or to use such matters and secrets for themselves.
5.3 The SELLERS Poirrier, Quere and Cayeux each undertake for a period
beginning today and ending December 31, 2002 not to cause or influence any
worker or employee (excluding lawyers, certified public accountants and tax
advisors) who is now or in future employed or retained by Sagent France S.
A. or has been so employed or retained after January 1, 1999 to work for
one of them, for an enterprise in which one of them holds an interest or
for a competitor of Sagent France S. A. or to terminate an
<PAGE> 12
existing relationship with Sagent France S. A. without the prior written
consent of the PURCHASER.
5.4 The SELLERS each further undertake for a period beginning today and ending
December 31, 2001 for Mr. Poirrier and ending May 30, 2000 for Mr. Quere
and Mrs. Cayeux not to be employed, be a director of, manage, control or
advise companies in the fields of developing and reselling analytical tools
in E-business, data warehousing and directly related fields without the
prior written consent of Sagent Technology, Inc. This non-competition
covenant does not apply to the acquisition and possession of shares and
securities of a company which is competing with Sagent Technology, Inc.
provided that the respective SELLER is not directly or indirectly active in
any way in or for the company, in particular not acting as manager, board
member, consultant or adviser.
VI. MISCELLANEOUS
6.1 The fees in connection with the conclusion and execution of this Agreement
shall be borne by the PURCHASER. Apart from this each contractual party
shall bear its own costs and taxes and the costs of its advisors and
auditors, it being understood that advisors retained by Sagent France S. A.
shall be deemed to have been retained by the SELLERS and, accordingly,
their costs will be borne by the SELLERS.
6.2 Changes and amendments to this Agreement shall be valid only if made in
writing and unless no notarial deed is legally required. This will also
apply to amendments or a cancellation of this provision. This Agreement
contains all relevant provisions concerning the acquisition of the shares
in Sagent France S. A.; SELLERS have no claims relating to the transfer of
their shares based upon any other agreement.
6.3 Declarations to be made hereunder shall be valid only if made in writing.
6.4 Notices directed to the SELLERS shall be addressed as follows:
Michel Poirrier
30 rue Maurice Ravel
78630 Villennes sur Seine
Notices directed to the PURCHASER shall be addressed as follows:
Sagent Technology, Inc.
Att. to Keith Jensen
800 W. El Camino Real
Mountain View, CA 94040, USA
6.5 This agreement is related to an agreement of even date by which purchasers
acquires the Shares in Sagent Technology GmbH in the meaning of section 139
BGB.
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6.6 Each party shall be personally responsible for the satisfaction of all
obligations, if any, vis-a-vis brokers or finders retained by that party
in respect to the transaction contemplated hereby. The SELLERS represent
and warrant that Sagent France S. A. is not subject to such obligation
vis-a-vis brokers or finders.
6.7 All provisions to this Agreement form an integral part of this Agreement.
The headings in this Agreement shall only have the purpose of easier
orientation and are of no consequences for the contents and the
interpretation of this Agreement.
6.8 This Agreement shall be governed by the law of the Federal Republic of
Germany. The adherence to the law of the place where this Agreement is
executed shall be sufficient in all matters of form.
6.9 Exclusive venue for all disputes arising under or in connection with this
Agreement or any other agreement executed in connection herewith including
any dispute with respect to the validity of such agreements shall be
Munich, Germany, to the extent permissible by law.
6.10 If a provision of this Agreement should be or become invalid or not
contain a necessary regulation, the validity of the other provisions of
this Agreement will not be affected thereby. The invalid provision shall
be replaced and the gap filled by a legally valid arrangement which
corresponds as closely as possible to the intention of the parties or what
would have been the intention of the parties according to the aim and
purpose of this Agreement, if they had been aware of the gap.
This Deed and the Annexes (except Annexes 1, 2, 4, 5) have been read by the
Notary to the appeared, approved by them and have signed by them and the Notary
as follows:
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EXHIBIT 99.1
SAGENT ACQUIRES EUROPEAN DISTRIBUTORS
Acquisitions of French and German Distribution Partners Demonstrate Continued
European Growth MOUNTAIN VIEW, Calif.--December 1, 1999--Sagent Technology, Inc.
(Nasdaq:SGNT), a leading provider of e-business analytic applications, today
announced a major expansion of its European operations with the acquisitions of
its distributors in Germany and France. These acquisitions underscore Sagent's
commitment to continued expansion of its direct presence in Europe. The company
acquired its United Kingdom distributor in July. "These acquisitions demonstrate
that Sagent is a leading player in Europe," said Ken Gardner, president and CEO
of Sagent. "Our French and German distributors have demonstrated their ability
to successfully sell single-vendor e-business analytic applications into such
leading companies as Siemens AG, UTA Telekom AG, Gaz de France, and Carrefour.
We are committed to becoming strategic partners with our European customers."
Under the terms of the agreement, Sagent will acquire all of the outstanding
stock of Sagent Technology GmbH and Sagent France S.A. for approximately $2.8
million in cash and stock. The acquisitions were completed November 30, 1999. In
addition to these recent acquisitions, Sagent has distribution partners in
Benelux, Spain, Japan, and South Africa. This press release contains certain
forward-looking statements that are based largely on Sagent's current
expectations and are subject to a number of risks and uncertainties. Actual
results and events could differ significantly from those discussed in the
forward-looking statements. A list of factors that could affect actual results
can be found in the company's initial public offering prospectus dated April 14,
1999 and the company's Form 10-Q for the quarter ended September 30, 1999.
---------------------
CONTACTS:
Malcolm Hobbs
Sagent Technology, Inc.
(650) 815-3109
[email protected]
Jeni L. Cantley
Miller Shandwick Technologies
(650) 596-5863
[email protected]
Sagent is a registered trademark of Sagent Technology, Inc. All other trademarks
are the property of their respective owners.
