Exhibit 2
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STOCKHOLDER AGREEMENT
This Stockholder Agreement (as the same may be amended, supplemented or
modified in accordance with the terms hereof, this "Agreement") is entered into
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as of February 7, 2001 between Logitech Inc., a California corporation (together
with its successors and assigns, "Logitech Subsidiary"), and [Sun Multimedia
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Partners, L.P.] [Sun Venture Capital Partners I, L.P.], a Delaware limited
partnership (together with its successors and assigns, the "Stockholder").
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Recitals
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Stockholder owns beneficially and of record an aggregate of [1,936,861]
[95,300] shares (the "Initial Stockholder Shares") of common stock, par value
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$.01 per share, of Labtec Inc., a Massachusetts corporation (the "Company").
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Logitech Subsidiary, Logitech S.A., a Swiss Corporation ("Parent") and the
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direct parent of Logitech Subsidiary, Thunder Acquisition Corp., a Massachusetts
corporation ("Merger Sub"), and the Company are parties to an Agreement and Plan
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of Merger entered into as of the date hereof (as the same may be amended,
supplemented or modified in accordance with its terms, the "Merger Agreement").
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Capitalized terms used but not defined herein have the meanings assigned to them
in the Merger Agreement.
The Merger Agreement provides, among other things, that Logitech Subsidiary
shall make the Offer to purchase each issued and outstanding share of Common
Stock for (i) the Cash Portion in cash per Share, without any interest thereon
and (ii) a fraction of a Parent ADS equal to the Stock Portion (the Cash Portion
and the Stock Portion are collectively referred to as the "Initial Transaction
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Consideration"), and that Merger Sub shall thereafter merge with and into the
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Company (the "Merger"), upon the terms and subject to the conditions set forth
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in the Merger Agreement.
As a condition to the willingness of Parent, Logitech Subsidiary and Merger
Sub to enter into the Merger Agreement, and as an inducement to them to do so,
the Stockholder has agreed to tender the Stockholder Shares (as defined in
Section 1.1(a)(i) below) pursuant to the Offer, to vote all the Stockholder
Shares, and all other securities of the Company over which the Stockholder has
or controls voting power, in favor of the Merger, and is executing and
delivering herewith a lock-up agreement with respect to the Parent ADSs to be
received by the Stockholder in the Merger in the form attached hereto as Exhibit
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A.
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Agreement
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The parties agree as follows:
Article I
The Offer
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Section 1.1 Tender of Shares; No Withdrawal.
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(a) Promptly, and in no even later than the fifteenth business day
following the commencement of the Offer or, if later, the fifth business day
following receipt of the applicable Offer Documents, the Stockholder shall
tender to the Exchange Agent:
(i) a letter of transmittal with respect to the Initial Stockholder
Shares (and any and all non-cash dividends, distributions, rights, other
shares of Common Stock of the Company or other securities issued or
issuable in respect thereof) (collectively, including the Initial
Stockholder Shares, the "Stockholder Shares") complying with the terms of
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the Offer to Purchase (the "Offer to Purchase") distributed by Logitech
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Subsidiary in connection with the Offer;
(ii) the certificates representing the Stockholder Shares; and
(iii) all other documents or instruments required to be delivered
pursuant to the terms of the Offer to Purchase and such letter of
transmittal.
(b) Prior to the termination of this Agreement, the Stockholder shall not
withdraw the tender of the Stockholder Shares effected in accordance with
Section 1.1(a); provided, however, that the Stockholder may decline to tender,
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or may withdraw, any and all of the Stockholder Shares if, (i) the Company shall
terminate the Merger Agreement in accordance with its terms or (ii) without the
prior consent of the Stockholder, Logitech Subsidiary amends the Offer to (A)
reduce the Cash Portion or the Stock Portion, (B) reduce the number of shares of
Company Common Stock subject to the Offer, or (C) change the form of
consideration payable in the Offer.
Section 1.2 No Purchase. Logitech Subsidiary may allow the Offer to
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expire without accepting for payment or paying for any Stockholder Shares, on
the terms and conditions set forth in the Offer to Purchase. If all Stockholder
Shares validly tendered and not withdrawn are not accepted for payment and paid
for in accordance with the terms of the Offer to Purchase, they shall be
returned to the Stockholder, whereupon they shall, prior to the termination of
this Agreement, continue to be held by the Stockholder subject to the terms and
conditions of this Agreement.
Article II
Consent and Voting
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Section 2.1 Voting. The Stockholder hereby revokes any and all previous
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proxies granted with respect to the Stockholder Shares. By entering into this
Agreement, the Stockholder hereby consents to the Merger Agreement and the
transactions contemplated thereby, including the Merger. So long as this
Agreement is in effect and has not been terminated, the Stockholder hereby
agrees to vote all Stockholder Shares now or hereafter acquired by the
Stockholder, and all other shares of Common Stock (and any other securities of
the Company with voting power) over which the Stockholder has or controls voting
power:
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(a) in favor of adoption of the Merger Agreement and approval of the
Merger and the other transactions contemplated thereby;
(b) against approval of any proposal made in opposition to, or in
competition with, consummation of the Merger and the Merger Agreement; and,
(c) against any of the following actions (other than those actions that
relate to the Merger and are contemplated by the Merger Agreement): (A) any
merger, consolidation, business combination, sale of assets, reorganization or
recapitalization of the Company with any party; (B) any dissolution, liquidation
or winding up of the Company; (C) any joint venture or material strategic
relationship with any party; (D) any material change in the capitalization of
the Company or the Company's capital structure; or (E) any other action that is
intended, or could reasonably be expected to impede, interfere with, delay,
postpone, discourage or adversely affect the Merger or any of the transactions
contemplated by the Merger Agreement
The Stockholder shall not commit or agree to take any action inconsistent with
the foregoing.
Section 2.2 Proxy. To fully implement the agreement of the Stockholder
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set forth in Section 2.1 above, the Stockholder hereby irrevocably appoints
Logitech Subsidiary, its officers and designees, with full power of substitution
(each of Logitech Subsidiary, its officers and designees and its substitutes
being referred to herein as the "Proxy"), and each of them as the true and
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lawful attorney and proxy of the Stockholder until the termination of this
Agreement, to vote all Stockholder Shares on matters as to which such
Stockholder is entitled to vote at a meeting of the stockholders of the Company
or to which such Stockholder is entitled to express consent or dissent to
corporate action in writing without a meeting of stockholders, in the Proxy's
absolute, sole and binding discretion, on the matters specified in Section 2.1
above. The Stockholder agrees that the Proxy may, prior to the termination of
this Agreement, in such Stockholder's name and stead, (i) attend any annual or
special meeting of the stockholders of the Company and vote all Stockholder
Shares at any such annual or special meeting as to the matters specified in
Section 2.1 above, and (ii) execute with respect to all Stockholder Shares any
written consent to, or dissent from, corporate action respecting any matter
specified in Section 2.1 above. Prior to the termination of this Agreement, the
Stockholder agrees to refrain from, without the prior written consent of
Logitech Subsidiary, (x) voting the Stockholder Shares of such Stockholder at
any annual or special meeting of the stockholders of the Company in any manner
inconsistent with the terms of this Agreement, (y) executing any written consent
in lieu of a meeting of the stockholders of the Company in any manner
inconsistent with the terms of this Agreement, and (z) granting any proxy or
authorization to any person with respect to the voting of the Stockholder
Shares, except pursuant to this Agreement, or taking any action contrary to or
in any manner inconsistent with the terms of this Agreement. The Stockholder
agrees that this grant of proxy and appointment of attorney is irrevocable and
coupled with an interest and agrees that the person designated as Proxy pursuant
hereto may at any time name any other person as its substituted Proxy to act
pursuant hereto, either as to a specific matter or as to all matters.
Section 2.3 Transfer.
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(a) Until this Agreement is terminated, the Stockholder shall not,
directly or indirectly: (i) offer to sell, sell short, transfer (including
gift), assign, pledge or otherwise dispose of (each, a "Transfer") any interest
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in, or encumber with any Lien (as defined in Section 3.5 below), any of the
Stockholder Shares; (ii) enter into any contract, option, put, call, "collar" or
other agreement or understanding with respect to any Transfer of any or all of
the Stockholder Shares or any interest therein; (iii) deposit the Stockholder
Shares into a voting trust or enter into a voting agreement or arrangement with
respect thereto; or (iv) take any other action with respect to the Stockholder
Shares that would in any way restrict, limit or interfere with the performance
of its obligations hereunder.
(b) Until this Agreement is terminated, any and all certificates
evidencing the Stockholder Shares shall bear the following legend:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO A STOCKHOLDER AGREEMENT
BETWEEN LOGITECH INC. AND [SUN MULTIMEDIA PARTNERS, L.P.] [SUN VENTURE
CAPITAL PARTNERS I, L.P.] ANY TRANSFER OF SUCH SHARES OF COMMON STOCK IN
VIOLATION OF THE TERMS OF SUCH AGREEMENT SHALL BE NULL AND VOID AND OF NO
EFFECT WHATSOEVER. A COPY OF THE AGREEMENT, AS THE SAME MAY BE AMENDED
FROM TIME TO TIME, IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE
COMPANY.
Article III
Representations and Warranties of the Stockholder
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The Stockholder represents and warrants to Logitech Subsidiary that:
Section 3.1 Existence and Power. The Stockholder is duly organized,
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validly existing and in good standing under the laws of the State of Delaware
and has all power and authority to consummate the transactions contemplated
hereby.
Section 3.2 Corporate Authorization. The Stockholder has the power to
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execute, deliver and perform this Agreement, and has taken all necessary action
to authorize the execution, delivery and performance by it of this Agreement and
such related documents. This Agreement has been duly executed and delivered by
the Stockholder and, assuming due and valid authorization, execution and
delivery by Logitech Subsidiary, constitutes a valid and binding obligation of
the Stockholder, enforceable against the Stockholder in accordance with its
terms, except as such enforceability may be limited by (a) applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws and principles now or hereafter in effect, affecting
creditors' rights generally, (b) rules or principles of equity affecting the
enforcement of obligations generally, whether at law, in equity or otherwise, or
(c) the exercise of the discretionary powers or any court or other authority
before which a proceeding may be brought seeking equitable remedies, including
specific performance and injunctive relief.
Section 3.3 Governmental Authorization. The execution, delivery and
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performance by the Stockholder of this Agreement and the consummation by the
Stockholder of the transactions
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contemplated hereby do not require the Stockholder to obtain any consent of, or
to make any filing with, any Governmental Entity other than: (a) compliance with
any applicable requirements of the HSR Act; (b) compliance with any applicable
requirements of the Exchange Act; and (c) such other consents and filings which,
if not obtained or made, would not have a material adverse effect on the ability
of the Stockholder to consummate the transactions contemplated hereby.
Section 3.4 Non-Contravention. The execution, delivery and performance
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by the Stockholder of this Agreement and the consummation by the Stockholder of
the transactions contemplated hereby do not and will not, (a) contravene or
conflict with any organizational document of the Stockholder, (b) contravene or
conflict with, or constitute a violation of, any provision of any law,
regulation, judgment, injunction, order or decree binding upon the Stockholder
or any of its properties or assets, (c) with or without the giving of notice or
passage of time or both, constitute a breach or default under any agreement,
contract or other instrument binding upon the Stockholder or, to the
Stockholder's knowledge, the Company, or (d) result in the creation or
imposition of any Lien on the Stockholder Shares, except with respect to the
foregoing clauses (c) or (d) such contraventions, conflicts, violations,
breaches, defaults or Liens which would not, individually or in the aggregate,
be reasonably likely to have a material adverse effect on the ability of the
Stockholder to consummate the transactions contemplated hereby.
Section 3.5 Ownership. The Stockholder is the sole, true, lawful record
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and beneficial owner of the Stockholder Shares (other than to the extent that
beneficial ownership may be attributed to others under Rule 13d-3 under the
Exchange Act) and that, except as set forth on Schedule 3.5 hereto, there are no
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restrictions on voting rights or rights of disposition pertaining to the
Stockholder Shares. The Stockholder will convey good and valid title to the
Stockholder Shares being acquired by Logitech Subsidiary pursuant to the Offer
or the Merger, as the case may be, free and clear of any and all liens,
restrictions, security interests or any encumbrances whatsoever, other than
restrictions under applicable securities laws (collectively, "Liens").
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Section 3.6 Total Shares. The Stockholder Shares are the only shares of
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capital stock of the Company beneficially owned by the Stockholder, the number
and class of the Stockholder Shares are set forth on Schedule 3.6 hereto and,
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except as set forth on Schedule 3.6 hereto, the Stockholder has no option to
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purchase or right to subscribe for or otherwise acquire any securities of the
Company and has no other interest in or voting rights with respect to any other
securities of the Company.
Article IV
Representations and Warranties of Logitech Subsidiary
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Logitech Subsidiary represents and warrants to the Stockholder that:
Section 4.1 Existence and Power. Logitech Subsidiary is a corporation,
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duly organized, validly existing and in good standing under the laws of
California and has all corporate power and authority to consummate the
transactions contemplated hereby.
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Section 4.2 Corporate Authorization. Logitech Subsidiary has the
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corporate power to execute, deliver and perform this Agreement, and has taken
all necessary corporate action to authorize the execution, delivery and
performance by it of this Agreement and such related documents. This Agreement
has been duly executed and delivered by Logitech Subsidiary and, assuming due
and valid authorization, execution and delivery by the Stockholder, constitutes
a valid and binding obligation of Logitech Subsidiary, enforceable against
Logitech Subsidiary in accordance with its terms, except as such enforceability
may be limited by (a) applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws and principles now or
hereafter in effect, affecting creditors' rights generally, (b) rules or
principles of equity affecting the enforcement of obligations generally, whether
at law, in equity or otherwise, or (c) the exercise of the discretionary powers
or any court or other authority before which a proceeding may be brought seeking
equitable remedies, including specific performance and injunctive relief.
Section 4.3 Governmental Authorization. The execution, delivery and
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performance by Logitech Subsidiary of this Agreement and the consummation by
Logitech Subsidiary of the transactions contemplated hereby do not require
Logitech Subsidiary to obtain any consent of, or to make any filing with, any
Governmental Entity other than: (a) compliance with any applicable requirements
of the HSR Act and applicable antitrust or competition laws of foreign states;
(b) compliance with any applicable requirements of the Swiss Stock Exchange, the
Nasdaq National Market and the Exchange Act; and (c) such other consents and
filings which, if not obtained or made, would not have a material adverse effect
on the ability of Logitech Subsidiary to consummate the transactions
contemplated hereby.
Section 4.4 Non-Contravention. The execution, delivery and performance
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by Logitech Subsidiary of this Agreement and the consummation by Logitech
Subsidiary of the transactions contemplated hereby do not and will not, (a)
contravene or conflict with the certificate of incorporation or bylaws of
Logitech Subsidiary, (b) contravene or conflict with, or constitute a violation
of, any provision of any law, regulation, judgment, injunction, order or decree
binding upon Logitech Subsidiary or any of its properties or assets, (c) with or
without the giving of notice or passage of time or both, constitute a breach or
default under any agreement, contract or other instrument binding upon Logitech
Subsidiary, or (d) result in the creation or imposition of any Lien on the
business, properties or assets of Logitech Subsidiary, except with respect to
the foregoing clauses (b), (c) or (d) such contraventions, conflicts,
violations, breaches, defaults or Liens which would not, individually or in the
aggregate, have a material adverse effect on the ability of Logitech Subsidiary
to consummate the transactions contemplated hereby.
Section 4.5 Acquisition for Logitech Subsidiary Account. Any
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Stockholder Shares to be acquired upon consummation of the Offer will be
acquired by Logitech Subsidiary or Merger Sub for its or their own account and
not with a view to the public distribution thereof and will not be transferred
except in compliance with the Securities Act of 1933, and the rules and
regulations thereunder.
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Article V
Additional Agreements
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Section 5.1 Agreement of the Stockholder. The Stockholder hereby
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covenants and agrees that:
(a) From the date hereof until the earlier of the termination hereof and
the Effective Time, the Stockholder shall not (and it shall not permit any of
its officers, directors, agents or affiliates to), directly or indirectly, take
any action that would cause the Company to breach Section 6.3 of the Merger
Agreement. The Stockholder shall promptly notify Logitech Subsidiary after
receipt of any Acquisition Proposal or any request for nonpublic information
relating to the Company or any Company Subsidiary by any person that to the
Stockholder's knowledge may be considering making or has made an Acquisition
Proposal and shall keep Logitech Subsidiary informed of the status and details
of any such Acquisition Proposal or request.
(b) In the event of any change in the Company's capital stock by reason of
stock dividends, stock splits, mergers, consolidations, recapitalization,
combinations, conversions, exchanges of shares, extraordinary or liquidating
dividends, or other changes in the corporate or capital structure of the Company
which would have the effect of diluting or changing Logitech Subsidiary's rights
hereunder, the number and kind of shares or securities subject to this Agreement
and the price set forth herein at which the Stockholder Shares may be purchased
from the Stockholder pursuant to the Offer shall be appropriately and equitably
adjusted so that Logitech Subsidiary shall receive pursuant to the Offer the
number and class of shares or other securities or property that Logitech
Subsidiary would have received in respect of the Stockholder Shares purchasable
pursuant to the Offer if such purchase had occurred immediately prior to such
event.
(c) [The Stockholder shall promptly exercise any rights it has under that
certain letter agreement dated September 28, 2000 among the Stockholder, the
Company and The KB Mezzanine Fund II., L.P. ("KB") to cause KB to tender and/or
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vote all shares of Common Stock of the Company over which KB has control in the
same manner as the Stockholder is required to tender and/or vote the Stockholder
Shares under this Agreement.]
Article VI
Miscellaneous
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Section 6.1 Expenses. All costs and expenses incurred in connection
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with this Agreement and the consummation of the transactions contemplated hereby
shall be paid by the party incurring such expenses[, except that the Company
shall bear the costs and expenses incurred by the Stockholder in connection with
this Agreement and the transactions contemplated hereby to the extent provided
in Section 4.19 of the Merger Agreement].
Section 6.2 Further Assurances. Logitech Subsidiary and the Stockholder
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will execute and deliver or cause to be executed and delivered all further
documents and instruments and use
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its commercially reasonable efforts to secure such consents and take all such
further action as may be reasonably necessary in order to consummate the
transactions contemplated hereby.
Section 6.3 Specific Performance. The parties acknowledge and agree
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that performance of their respective obligations hereunder will confer a unique
benefit on the other and that a failure of performance will not be compensable
by money damages. The parties therefore agree that this Agreement shall be
specifically enforceable and that specific enforcement and injunctive relief
shall be available to Logitech Subsidiary or the Stockholder for any breach by
the other party or parties of any agreement, covenant or representation
hereunder.
Section 6.4 Notices. All notices and other communications required or
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permitted to be given pursuant to this Agreement shall be in writing signed by
the sender, and shall be deemed duly given (a) on the date delivered if
personally delivered, (b) on the date sent by telecopier with automatic
confirmation by the transmitting machine showing the proper number of pages were
transmitted without error, (c) on the business day after being sent by Federal
Express or another recognized overnight mail service for next day or next
business day delivery, or (d) five business days after mailing, if mailed by
United States postage-prepaid certified or registered mail, return receipt
requested, in each case addressed to following addresses (or at such other
address or telecopier number for a party as shall be specified by like notice):
(a) If to Logitech Subsidiary, to:
Logitech Inc.
0000 Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Telecopier No. (000) 000-0000
Attention: Xxxxxxx Xxxxx
with a copy to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
Professional Corporation
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
and a copy to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
Professional Corporation
Xxx Xxxxxx
Xxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxx
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(b) if to the Stockholder, to:
c/o Sun Capital Partners, Inc.
0000 Xxxx Xxxxxx Xxxx, Xxxxx 000
Telecopier: (000) 000-0000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxx and Xxxxxx X. Xxxxxx
with a copy to:
Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP
The Chrysler Building
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx Xxxxxxxx
Section 6.5 Survival of Representations and Warranties. The
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representations and warranties contained in Articles III and IV of this
Agreement shall survive delivery of the Stockholder Shares pursuant to Section
1.1 hereof. None of the representations and warranties contained in this
Agreement shall survive the termination of this Agreement or (except for the
representations and warranties of the Stockholder in Sections 3.5 and 3.6) the
acceptance for payment and payment for the Stockholder Shares pursuant to the
Offer.
Section 6.6 Amendments; Termination. Any provision of this Agreement
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may be amended, modified, waived for supplemented if, and only if, such
amendment, modification, waiver or supplement is in writing and signed, in the
case of an amendment, modification or supplement, by Logitech Subsidiary and the
Stockholder or, in the case of a waiver, by the party against whom the waiver is
to be effective. This Agreement shall terminate upon the earlier of (i) the
Effective Time and (ii) the termination of the Merger Agreement in accordance
with its terms. Upon any termination of this Agreement, the obligations of the
parties hereunder shall be of no further force or effect; provided, however,
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that no termination of this Agreement shall relieve any party hereto from any
liability from any breach of any provision of this Agreement prior to
termination.
Section 6.7 Successors and Assigns. The provisions of this Agreement
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shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that neither party may
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assign, delegate or otherwise transfer any of its rights or obligations under
this Agreement without the consent of the other party.
Section 6.8 Governing Law. This Agreement shall be construed in
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accordance with and governed by the laws of the State of New York that apply to
agreements made and performed entirely within such state, except that the MBCL
shall apply to matters relating to the internal governance of the Company.
Section 6.9 Jurisdiction. Each of the parties hereto hereby irrevocably
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consents and submits to the exclusive jurisdiction of the United States District
Court for the Northern District
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of California in connection with any dispute arising out of or relating to this
Agreement or the transactions contemplated hereby, waives any objection to venue
in such District (unless such court lacks jurisdiction with respect to such
proceeding, in which case, each of the parties hereto irrevocably consents to
the jurisdiction of the courts of the State of California in connection with
such proceeding and waives any objection to venue in the State of California),
and agrees that service of any summons, complaint, notice or other process
relating to such dispute may be effected in the manner provided by Section 6.4.
Section 6.10 Severability. If any term or other provision of this
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Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated herein is not affected in any manner
materially adverse to any party hereto.
Section 6.11 Parties in Interest. This Agreement shall be binding upon
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and inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to, or shall confer upon, any other
person any right, benefit or remedy of any nature whatsoever under, or by reason
of, this Agreement, including, without limitation, by way of subrogation.
Section 6.12 Stockholder Capacity. The Stockholder signs solely in its
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capacity as the record holder and beneficial owner of the Stockholder Shares of
the Stockholder and nothing herein shall limit or affect any actions taken by
such Stockholder in his or her capacity as an officer or director of the Company
and no such actions shall be deemed a breach of this agreement.
Section 6.13 Entire Agreement. This Agreement, including any exhibits or
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schedules hereto and the Confidentiality Agreement constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersede all other prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter of this Agreement.
Section 6.14 Counterparts; Effectiveness. This Agreement may be signed
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in one or more counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto.
[The next page is the signature page]
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The parties have executed and delivered this Stockholder Agreement as of
the date first written above.
LOGITECH INC.
By:_______________________________________
Name: Xxxxxxxx Xx Xxxx
Title: President and CEO
By:_______________________________________
Name: Xxxxxxx Xxxxx
Title: Chief Financial Officer
[SUN MULTIMEDIA PARTNERS, L.P]
[SUN VENTURE CAPITAL PARTNERS I, L.P.]
By:_______________________________________
Name:
Title:
Exhibit A
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Lock-Up Agreement
February 7, 2001
Logitech Inc.
0000 Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
RE: Labtec Inc. (the "Company")
Ladies & Gentlemen:
The undersigned is an owner of record or beneficially of certain shares of
Common Stock of the Company ("Common Stock"). The Company proposes to enter
into an Agreement and Plan of Merger with Logitech International S.A.,
("Parent"), Logitech Inc., a wholly-owned subsidiary of Parent, and Thunder
Acquisition Corp. (the "Merger Agreement"). Pursuant to the terms of the Merger
Agreement, Merger Sub will make an exchange offer for all the outstanding shares
of the Company (the "Offer") and subsequently Merger Sub will be merged with and
into the Company with the Company to be the surviving corporation in the merger
(the "Merger"). The undersigned acknowledges that the transactions contemplated
by the Merger Agreement will be of significant benefit to the undersigned and
that you are relying on the representations and agreements of the undersigned
contained in this letter in carrying out and entering into the Merger Agreement.
As a result of the Offer or the Merger, the undersigned will receive
American Depositary Shares (each a "Parent ADS"), each of which represents one-
tenth of one registered share, par value Chf 10 per share, of Parent (the
"Parent Registered Shares").
In consideration of the foregoing, the undersigned hereby agrees that from
the date hereof, the undersigned will not offer to sell, contract to sell, or
otherwise sell, dispose of, loan, pledge or grant any rights with respect to
(collectively, a "Disposition") any Parent ADSs now owned or hereafter acquired
directly by such person or with respect to which such person has or hereafter
acquires the power of disposition, otherwise than (i) as a distribution to
partners or shareholders of such person, provided that the distributees thereof
agree in writing to be bound by the terms of this restriction, or (ii) with the
prior written consent of Parent. The foregoing restrictions will terminate (i)
with respect to fifty percent (50%) of the number of Parent ADSs received as a
result of the Offer or the Merger on the 60/th/ day after the completion of the
Offer, and (ii) in full 120 days after the Closing of the Offer (the "Lock-Up
Period"). The foregoing restriction has been expressly agreed to preclude the
holder of the Parent ADSs from engaging in any hedging or other transaction
which is designed to or reasonably expected to lead to or result in a
Disposition of any Parent ADSs during the Lock-Up Period, even if such Parent
ADSs would be disposed of by someone other than such holder. Such prohibited
hedging or other transactions would include, without limitation, any short sale
(whether or not against the box) or any purchase, sale or grant of any right
(including, without limitation, any put or call option)
with respect to any Parent ADSs or with respect to any security (other than a
broad-based market basket or index) that included, relates to or derives any
significant part of its value from Parent ADSs. The undersigned also agrees and
consents to the entry of stop transfer instructions with the Parent's transfer
agent and registrar against the transfer of Parent ADSs held by the undersigned
except in compliance with the foregoing restrictions.
Notwithstanding the foregoing, (i) the restrictions described above in this
letter agreement shall not apply to any Parent Registered Shares (A) now owned
or hereafter acquired directly by the undersigned (including Parent Registered
Shares received from the Depositary for the Parent ADSs upon surrender of the
American Depositary Receipt(s) representing the Parent ADSs) or with respect to
which the undersigned has or hereafter acquires the power of disposition, or (B)
that the undersigned may distribute to the partners or shareholders of such
person, and (ii) the surrender to the Depositary for the Parent ADSs of any or
all Parent ADSs to be received by the undersigned as a result of either the
Offer or the Merger shall not be considered a "Disposition" for purposes of this
letter agreement.
Notwithstanding any provision of this Agreement to the contrary, this
Agreement shall terminate upon termination of the Merger Agreement.
[The next page is the signature page]
This agreement is irrevocable and will be binding on the undersigned and
the respective successors, heirs, personal representatives, and assigns of the
undersigned. In the event the Offer has not been consummated on or before July
15, 2001, this Lock-Up Agreement shall be of no further force or effect.
SUN MULTIMEDIA PARTNERS, L.P.
By: SUN MULTIMEDIA ADVISORS, INC.,
its general partner
By:_________________________________
Name: Xxxxxx X. Xxxxxx
Title: Vice President
SUN VENTURE CAPITAL PARTNERS I, L.P.
By: SUN VENTURE CAPITAL ADVISORS, INC.,
its general partner
By:_________________________________
Name: Xxxxxx X. Xxxxxx
Title: Vice President
