TENDER AND VOTING AGREEMENTTender and Voting Agreement • July 19th, 2012 • Abc-Mart, Inc. • Rubber & plastics footwear • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2012, by and among ABC-Mart, Inc., a corporation formed under the laws of Japan (“Parent”), XYZ Merger Sub, Inc., a Wisconsin corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the undersigned shareholder (the “Stockholder”) of LaCrosse Footwear, Inc., a Wisconsin corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among: ABC-MART, INC., a corporation formed under the laws of Japan, XYZ MERGER SUB, INC., a Wisconsin corporation, and LACROSSE FOOTWEAR, INC., a Wisconsin corporation Dated as of July 5, 2012Agreement and Plan of Merger • July 19th, 2012 • Abc-Mart, Inc. • Rubber & plastics footwear • Delaware
This AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 5, 2012 (the “Agreement Date”), by and among ABC-Mart, Inc., a corporation formed under the laws of Japan (“Parent”), XYZ Merger Sub, Inc., a Wisconsin corporation and a wholly owned subsidiary of Parent (“Purchaser”), and LaCrosse Footwear, Inc., a Wisconsin corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CONFIDENTIALITY AGREEMENTAbc-Mart, Inc. • July 19th, 2012 • Rubber & plastics footwear • Oregon
You have expressed interest in pursuing the acquisition of LaCrosse Footwear, Inc. (the “Company”), which is represented by Wells Fargo Securities LLC (“Wells Fargo”), through the purchase of all the capital stock of the Company (the “Transaction”). You have requested that the Company or its representatives furnish you or your representatives with certain information relating to the Company or the Transaction. All such information (whether written or oral) furnished (whether before or after the date hereof) by the Company or its directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, “the Company Representatives”) to you or your directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, “your Representatives”) and all analyses, compilations, forecasts, studies or other documen
Offer to Purchase for Cash All Outstanding Shares of Common Stock of LACROSSE FOOTWEAR, INC. at $20.00 NET PER SHARE by XYZ MERGER SUB, INC. a wholly owned subsidiary of ABC-MART, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW...Merger Agreement • July 19th, 2012 • Abc-Mart, Inc. • Rubber & plastics footwear
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of July 5, 2012 (the “Merger Agreement”), by and among ABC-MART, Purchaser and LaCrosse. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to certain conditions, Purchaser will be merged with and into LaCrosse, with LaCrosse continuing as the surviving corporation and becoming a wholly owned subsidiary of ABC-MART (the “Merger”). Upon consummation of the Merger, each Share outstanding immediately prior to the effective time of the Merger (other than Shares held by LaCrosse, ABC-MART, Purchaser or any of their respective subsidiaries, which Shares will be canceled and retired and will cease to exist without any consideration being paid in exchange for such Shares) will be converted into the right to receive the Offer Price or any greater per Share price paid in the Offer, without interest and less any applicable withholding taxes. Under no circumstances
