(1) Precision Castparts Corp., (2) PCC Germany Holdings GmbH v (3) Schulz Holding GmbH & Co. KG, (4) Schulz Extruded Products Beteiligungs GmbH & Co. KG, (5) Schulz Extruded Products Verwaltungs GmbH - ICDR Case No 01-18-0001-0115 - Final Award - 9 April 2020
Country
Year
2020
Summary
A dispute has arisen between PCC and Schulz out of or related to a Securities Purchase Agreement dated December 28, 2016 among PCC, Schulz, SXP CRA-OCTG, Inc., SXP Schulz Xtruded Products LP, Schulz Investment Corp., and Wilhelm Schulz GmbH (the "SPA").
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VII. DISPOSITIONS AND AWARD
291. The Tribunal determines and declares that Respondents fraudulently induced Claimants to enter into the SPA and to complete the purchase of the Acquired Companies.
292. The Tribunal determines and declares that Respondents breached Sections 2.4, 2.5, and 2.19 of the SPA.
293. The Tribunal determines and declares that Claimants failed to prove that Respondents breached Sections 2.20 and 2.21 of the SPA and accordingly denies those claims.
294. The Tribunal determines and declares that Claimants’ assertion of their claim of breach of Sections 2.2(b) & (e) was untimely and accordingly denies that claim.
295. The Tribunal awards damages to Claimants in the amount of €643 million in respect of Claimants’ fraudulent inducement claim, of which €401,875,000 shall be paid to Precision Castparts Corp. and €241,525,000 shall be paid to PCC Germany Holdings GmbH. Respondents are jointly and severally liable to pay these amounts.
296. The Tribunal awards damages to Claimants in the amount of €100 million in respect of Respondents’ breaches of Sections 2.4, 2.5, and 2.19 of the SPA, of which €62,500,000 are payable to Precision Castparts Corp., €37,500,000 are payable to PCC Germany Holdings GmbH. These sums are payable by Respondents as follows: €37,500,000 by Schulz Holding; €61,940,000 by Schulz Beteiligungs; and €560,000 by Schulz Verwaltungs. These damages are subsumed within the amounts payable pursuant to paragraph 295 and are not in addition to those amounts.
297. Respondents shall pay simple interest on the amounts payable pursuant to paragraphs 295 and 296 at the rate of 3.75% per annum from February 16, 2017 until the date of full payment of the award.
298. Respondents, jointly and severally, shall reimburse PCC’s costs in the amount of €62,302.58, five-eighths of which amount shall be paid to Precision Castparts Corp. and three-eighths of which amount shall be paid to PCC Germany Holdings GmbH. Respondents shall pay simple interest on this amount at the rate of 3.75% per annum from the date of transmittal of this Final Award to the Parties by the ICDR until such amount is paid in full.
299. The administrative fees of the ICDR totaling $116,100.00 and the compensation and expenses of the Tribunal totaling $589,834.33 shall be borne by Respondents. Therefore, Respondents, jointly and severally, shall reimburse Claimants the sum of $411,017.17, representing that portion of said fees, compensation, and expenses in excess of the apportioned costs previously incurred by Claimants in the following manner: five-eighths of this amount shall be paid to Precision Castparts Corp., and three-eighths of this amount shall be paid to PCC Germany Holdings GmbH. Respondents shall pay simple interest on this amount at the rate of 3.75% per annum from the date of transmittal of this Final Award to the Parties by the ICDR until such amount is paid in full.
300. This Final Award renders a final decision on the merits of all claims submitted in this arbitration. All claims not expressly granted in this Final Award are denied.
301. This Final Award may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
The Tribunal
Ms. Jean E. Kalicki
Dr. Wolfgang Peter
Mr. Elliot E. Polebaum (Chair)