Exhibit 10.2
Sara Lee Corporation
Unilever N.V.
Unilever PLC
AGREEMENT
for the sale and purchase of
the Body Care and European Detergents
business of Sara Lee Corporation
CONTENTS
Clause
Page
1.
SALE AND PURCHASE
4
2.
PRICE
5
3.
CONDITIONS TO CLOSING
7
4.
PRE-CLOSING UNDERTAKINGS
11
5.
CLOSING
11
6.
SELLER WARRANTIES
12
7.
PURCHASER WARRANTIES
12
8.
CONDUCT OF PURCHASER CLAIMS
12
9.
NO RIGHTS OF RESCISSION OR TERMINATION
14
10.
BUSINESS ASSETS, CONTRACTS AND LIABILITIES
16
11.
SPECIFIC INDEMNITIES
17
12.
RELEVANT PROPERTIES
18
13.
INTELLECTUAL PROPERTY AND IT
18
14.
EMPLOYEES
18
15.
RETIREMENT BENEFITS
21
16.
TAX
21
17.
INSURANCE
21
18.
TRADE DEBTORS, TRADE CREDITORS AND TRADE ACCRUALS
22
19.
PAYMENT OF INTER-COMPANY DEBT
22
20.
GUARANTEES AND OTHER THIRD PARTY ASSURANCES
22
21.
POST-CLOSING AGREEMENTS
23
22.
WORLDWIDE HOUSEHOLD BUSINESS
25
23.
INFORMATION, RECORDS AND ASSISTANCE POST-CLOSING
26
24.
CHANGES OF NAME AND DOMAIN NAME REGISTRATIONS
27
25.
AGENCY STRUCTURE
28
26.
PAYMENTS
28
27.
ANNOUNCEMENTS
29
28.
CONFIDENTIALITY
29
29.
JOINT AND SEVERAL LIABILITY UNILEVER PLC AND UNILEVER NV
31
30.
ASSIGNMENT ETC.
31
31.
FURTHER ASSURANCES
31
32.
COSTS
33
33.
NOTICES
33
34.
CONFLICT WITH OTHER AGREEMENTS
34
35.
WHOLE AGREEMENT
34
36.
WAIVERS, RIGHTS AND REMEDIES
35
37.
COUNTERPARTS
35
38.
VARIATIONS
35
39.
INVALIDITY
35
- 2 -
40.
THIRD PARTY ENFORCEMENT RIGHTS
36
41.
GOVERNING LAW AND JURISDICTION
36
SCHEDULE 1 DESIGNATED SELLERS AND
DESIGNATED PURCHASERS
37
SCHEDULE 2 THE BUSINESSES
51
SCHEDULE 3
DISPOSITION STRUCTURE
54
SCHEDULE 4 SELLER WARRANTIES
58
SCHEDULE 5 LIMITATIONS ON LIABILITY
71
SCHEDULE 6 PURCHASER WARRANTIES
75
SCHEDULE 7 CONDUCT OF THE ACQUIRED BUSINESSES
76
SCHEDULE 8
CLOSING ARRANGEMENTS
79
SCHEDULE 9 BUSINESS CONTRACTS
83
SCHEDULE 10 PROPERTIES
85
SCHEDULE 11 INTELLECTUAL PROPERTY AND IT
107
SCHEDULE 12 RETIREMENT BENEFITS
118
SCHEDULE 13 TAX
119
SCHEDULE 14 TRADE DEBTORS, TRADE CREDITORS AND TRADE ACCRUALS
146
SCHEDULE 15 INTER-COMPANY DEBT
149
SCHEDULE 16 POST CLOSING FINANCIAL
ADJUSTMENTS
151
SCHEDULE 17 AGENCY PROVISIONS
157
SCHEDULE 18
PERMITTED ACTIONS AND PERMITTED DISTRIBUTIONS
159
SCHEDULE 19 TRANSFER
OF ECONOMIC OWNERSHIP
160
SCHEDULE 20 SANTIGA DEFERRED ASSETS
164
SCHEDULE 21 DEFINITIONS AND INTERPRETATION
167
- 3 -
AGREEMENT
dated 5 December 2010
PARTIES:
1. Sara Lee Corporation, a company incorporated in the United States of America
whose registered office is at 3500 Lacey Road, Downers Grove, IL 60515 United
States of America (the Seller);
2. Unilever PLC, a company incorporated in England and Wales (registered number
41424) whose registered office is at Port Sunlight, Wirral, Merseyside, CH26
4UJ, United Kingdom (Unilever PLC); and
3. Unilever N.V., a company incorporated in the Netherlands whose corporate seat
is in Rotterdam and whose registered office is at Weena 455, 3014 AL Rotterdam,
the Netherlands (Unilever NV and together with Unilever PLC, the Purchaser),
(together the parties).
Words and expressions used in this Agreement shall be interpreted in accordance
with Schedule 21.
IT IS AGREED:
1. SALE AND PURCHASE
1.1 The Seller (through the Share Sellers and