EXHIBIT 99.13
May 7, 1998
Shansby Partners, L.L.C.
TSG2 L.P.
TSG2 Management, L.L.C.
J. Xxxx Xxxxxxx
Xxxxxxx X. Xxxxxxxx
c/o The Shansby Group
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Re: Offer to Purchase Shares of Authentic Specialty Foods, Inc.
Ladies and Gentlemen:
Authentic Acquisition Corporation, a Texas corporation ("Purchaser"), and a
wholly owned subsidiary of Agrobios, S.A. de C.V. ("Buyer"), has offered to
purchase all of the outstanding shares of common stock (the "Shares") of
Authentic Specialty Foods, Inc., a Texas corporation ("Company"), at a price of
$17 per Share (the "Offer Price"), upon the terms and subject to the conditions
set forth in the Agreement and Plan of Merger among Purchaser, Buyer and Company
of even date herewith (the "Merger Agreement") (which, together with any
amendments or supplements permitted by the Merger Agreement, collectively
constitute the "Offer").
As a condition to the consummation of the Offer and the other transactions
contemplated by the Merger Agreement, Purchaser has required (i) in connection
with the Offer that each of you agree to tender all Shares beneficially owned by
you and not to withdraw such Shares unless the Merger Agreement has been
terminated in accordance with its terms, (ii) unless the Merger Agreement has
been terminated, Shansby Partners, L.L.C. ("Shansby Partners") agrees not to
exercise any warrants now held by Xxxxxxx Partners, but instead that all such
warrants shall be subject to clause (iii) below, (iii) at the "Effective Time of
the Merger" (as defined in the Merger Agreement) all of the warrants for Shares
governed by the Warrant Agreements dated September 2, 1997, September 30, 1997,
October 29, 1997 and January 9, 1998, respectively, between Xxxxxxx Partners and
Company automatically be canceled in exchange for the right to receive an amount
(the "Cash Amount") equal to the product of (a) the number of Shares to be
received by Xxxxxxx Partners upon exercise of such warrants and (b) the
difference between the Offer Price and the respective "Exercise Price" (as
defined in the respective Warrant Agreement) and (iv) subject to the purchase of
and payment for the Shares by Purchaser pursuant to the Offer (as well as the
payment of the Cash Amount), the cancellation of the
Advisory Agreement dated August 15, 1997 between Shansby Partners and Company
(the "Advisory Agreement") and all rights to receive transaction fees thereunder
in consideration for the payment at the Effective Time of the Merger of
$1,400,000.00 (the "Advisory Amount"); provided, however, that the
indemnification obligations set forth therein on the date hereof shall survive
such cancellation.
By execution of this Agreement in the space provided below (w) in
connection with the Offer, each of you agrees to tender all Shares beneficially
owned by you and not to withdraw such Shares unless the Merger Agreement has
been terminated in accordance with its terms, (x) unless the Merger Agreement
has been terminated, Xxxxxxx Partners agrees not to exercise any warrants now
held by Xxxxxxx Partners, but instead all such warrants shall be subject to
clause (y) below, (y) Xxxxxxx Partners agrees that at the Effective Time of the
Merger the warrants held by Xxxxxxx Partners shall automatically be canceled in
exchange for the right to receive the Cash Amount in accordance with the
provisions of the Merger Agreement and (z) effective upon and subject to the
purchase of and payment for the Shares (as well as the payment of the Cash
Amount) by Purchaser pursuant to the Offer, and effective upon payment of the
Advisory Amount, Shansby Partners agrees to cancel the Advisory Agreement,
provided, however, that the indemnification obligations set forth therein on the
date hereof shall survive such cancellation. Company xxxxxx agrees at the
respective times indicated above to take all actions contemplated in this
paragraph to be taken by Company, including, without limitation, the payment of
the Cash Amount and the Advisory Amount, at the Effective Time of the Merger.
Also, by execution of this Agreement below, each of you hereby acknowledges
and agrees that Company and Purchaser would not have an adequate remedy at law
for money damages if any of the covenants or agreements in this Agreement were
not performed in accordance with the terms hereof and therefore agrees that
Purchaser and/or Company shall be entitled to specific performance of such
covenants and agreements in addition to any other remedy to which it may be
entitled, at law or equity.
The parties hereto hereby acknowledge that Buyer and Purchaser are relying
on this Agreement in making the Offer and agree that Buyer and Purchaser may
rely on this Agreement. For purposes hereof Buyer and Purchaser are deemed to
be third party beneficiaries hereof with the right to enforce the provisions of
this Agreement.
This Agreement shall automatically terminate if the Merger Agreement is
terminated in accordance with its terms.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas, without giving effect to any principles of conflict
of laws.
If each of you are in agreement with the foregoing, please execute two
originals of this Agreement in the space provided below, retain one fully
executed original for your files and return the other to the undersigned. This
Agreement may be executed in multiple counterparts, each of which shall be an
original and all of which when taken together shall constitute one instrument.
Very truly yours,
AUTHENTIC SPECIALTY FOODS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Chairman of the Board and
Chief Executive Officer
Xxxxxx and Acknowledged
this 7th day of May, 1998.
SHANSBY PARTNERS, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxxx
Member
TSG2 L.P.
By: TSG2 Management, L.L.C., its
general partner
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxx
Managing Member
TSG2 MANAGEMENT, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxx
Managing Member
/s/ X. Xxxx Xxxxxxx
------------------------------------
X. XXXX XXXXXXX,
individually
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
XXXXXXX X. XXXXXXXX,
individually
