EXHIBIT 2
---------
Cameron 1 S.a.r.l.
0, Xxxxx xx Xxxxxxx
X 0000 Xxxxxxxxxx
Xxxxxxxxx: Xxx. Xxxxxxxx Xxxxx
Ladies and Gentlemen:
Each of the stockholders listed on Schedule I to this letter agreement
(individually, a "STOCKHOLDER," and together, the "STOCKHOLDERS") understands
that Cameron 1 S.a.r.l., a Luxembourg company ("PARENT"), Cameron Acquisitions
Corporation, a Delaware corporation ("MERGER SUB") and Samsonite Corporation, a
Delaware corporation (the "COMPANY"), propose to enter into an Agreement and
Plan of Merger, dated as of July 5, 2007 (as it may be from time to time
amended, the "MERGER AGREEMENT"), providing for, among other things, a merger
of Merger Sub with and into the Company (the "MERGER"), in which all of the
issued and outstanding shares of common stock, par value $0.01 per share, of
the Company (the "COMPANY COMMON STOCK") (other than shares of Company Common
Stock held in treasury or as to which appraisal rights shall have been
perfected) will be cancelled and converted into the right to receive the Merger
Consideration. Terms used without definition in this letter agreement shall
have the meanings ascribed thereto in the Merger Agreement.
Each of the Stockholders acknowledges that as a condition to entering
into the Merger Agreement, Parent has required that each of the Stockholders
enter into this letter agreement and, in order to induce Parent to enter into
the Merger Agreement, each of the Stockholders is willing to enter into this
letter agreement.
Each of the Stockholders confirms such Stockholder's agreement with
Parent, and Parent confirms its agreement with each of the Stockholders, as
follows:
1. Each of the Stockholders represents and warrants that
Schedule I to this letter agreement sets forth the number of shares of Company
Common Stock (the "SHARES") of which such Stockholder is the record owner as of
the date hereof. Each Stockholder represents and warrants that, as of the date
of this letter agreement, such Stockholder owns the Shares set forth opposite
such Stockholder's name on Schedule I to this letter agreement free and clear
of all Liens and all voting agreements and commitments of every kind, other
than the Stockholders' Agreement, dated as of July 31, 2003 (the "STOCKHOLDERS
AGREEMENT"), by and among the Company and the parties thereto. Each Stockholder
further represents and warrants that such Stockholder has the power to vote all
Cameron 1 S.a.r.l.
July 5, 2007
Shares set forth opposite such Stockholder's name on Schedule I to this letter
agreement without restriction and that no proxies through and including the
date hereof given in respect of any or all of such Shares are irrevocable and
that any such proxies have been revoked.
2. Each Stockholder agrees that such Stockholder will not,
directly or indirectly, sell, transfer, assign, pledge, encumber or otherwise
dispose of any of such Stockholder's Shares, or any interest therein, or any
voting rights with respect thereto or enter into any contract, option or other
arrangement or understanding with respect thereto (including any voting trust
or agreement and the granting of any proxy), other than (a) pursuant to the
Merger or (b) with the prior written consent of Parent.
3. Each Stockholder agrees that, immediately following the
execution and delivery of this Agreement, it will consent to the adoption of
the Merger Agreement and the Merger in accordance with Section 251(c) of the
General Corporation Law of the State of Delaware by delivering to the Company a
Principal Stockholder Consent in the form of Exhibit A hereto, which consent
shall be executed by the record holder(s) of the Shares listed opposite such
Stockholder's name on Exhibit A. Subject to Section 9 below, upon Parent's
request each Stockholder will promptly deliver to the Company an additional
Principal Stockholder Consent dated as of such later date the additional
Principal Stockholder consent is granted. The Principal Stockholder Consent
shall be coupled with an interest and shall be irrevocable, except as provided
in Section 9 below.
4. If for any reason there is a meeting of the stockholders of
the Company on or prior to the Effective Time, at such meeting and at every
postponement or adjournment thereof, and on every action or approval by written
consent of the stockholders of the Company, each Stockholder irrevocably agrees
to vote such Stockholder's Shares or to cause such Stockholder's Shares to be
voted against (i) any merger agreement or merger (other than the Merger
Agreement and the Merger), consolidation, combination, sale of substantial
assets, reorganization, recapitalization, dissolution, liquidation or winding
up of or by the Company or any other business combination involving the
Company, (ii) any Company Alternative Proposal and (iii) to the extent that any
of the following actions require a stockholder vote pursuant to applicable Law,
any proposal, transaction, agreement, amendment of the Company's certificate of
incorporation or by-laws or other action that is intended to or would
reasonably be expected to prevent, impede, interfere with, delay, postpone or
discourage consummation of the Merger or that would result in a breach of any
representation, warranty, covenant, agreement or other obligation of the
Company in the Merger Agreement. Any such vote shall be cast (or consent shall
be given) by such Stockholder in accordance with such procedures relating
thereto so as to ensure that it is duly counted, including for purposes of
determining that a quorum is present and for purposes of recording the results
of such vote (or consent). Each Stockholder hereby irrevocably and
unconditionally waives, and agrees to prevent the exercise of, any rights of
appraisal under Section 262 of the Delaware General Corporation Law, any
dissenters' rights and any similar rights relating to the Merger that such
-2-
Cameron 1 S.a.r.l.
July 5, 2007
Stockholder may directly or indirectly have by virtue of the ownership of any
Shares.
5. EACH STOCHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE
PRESIDENT OF PARENT AND THE SECRETARY OF PARENT, AND ANY OTHER DESIGNEE OF
PARENT, EACH OF THEM INDIVIDUALLY, THE STOCKHOLDER'S IRREVOCABLE (UNTIL THE
TERMIATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER
OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTIONS 3 AND 4 OF
THIS LETTER AGREEMENT, EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE
(UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND
WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE
NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES AND PROXY
PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECTTO THE COVERED SHARES (THE
STOCKHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT
IRREVOCABLE).
6. Each Stockholder agrees that such Stockholder will not, and
will cause its respective Representatives not to, directly or indirectly, (i)
initiate, solicit, encourage, knowingly facilitate or induce any inquiry with
respect to, or the making, submission or announcement of, any Company
Alternative Proposal, (ii) participate in any negotiations regarding, or
furnish to any person any nonpublic information with respect to, any Company
Alternative Proposal or in response to any inquiries or proposals that would
reasonably be expected to lead to any Company Alternative Proposal, or (iii)
engage in discussions with any person with respect to any Company Alternative
Proposal, except to notify such person as to the existence of the provisions of
this Section 6 of this letter agreement, in each case. Each Stockholder shall
immediately terminate, and shall cause its respective Representatives to
immediately terminate, all discussions or negotiations, if any, that are
ongoing as of the date hereof with any person with respect to a Company
Alternative Proposal.
7. Each Stockholder represents and warrants (a) that such
Stockholder has duly authorized and executed this letter agreement and has all
necessary power and authority to enter into this letter agreement; and (b)
that, except as disclosed by Stockholder to Parent in writing, such Stockholder
has not employed any investment banker, broker or finder in connection with the
transactions contemplated by the Merger Agreement who might be entitled to any
fee or any commission in connection with or upon consummation of the Merger;
and (c) that, assuming the due authorization, execution and delivery of this
letter agreement by Parent, this letter agreement is such Stockholder's legal,
valid and binding agreement and is enforceable against such Stockholder in
accordance with its terms, except to the extent that enforceability may be
limited by applicable bankruptcy, insolvency, moratorium or other similar laws
-3-
Cameron 1 S.a.r.l.
July 5, 2007
affecting the enforcement of creditors' rights generally and subject to the
general principles of equity.
8. Each Stockholder further represents and warrants that, as of
the date hereof, the execution and delivery of this letter agreement by such
Stockholder do not, and the performance of its obligations under this letter
agreement and the consummation of the transactions to be consummated by him as
contemplated hereby shall not, (a) conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to such Stockholder or by
which its Shares are bound or affected, (b) result in any breach of or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of a Lien
on, any of the Shares pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which such Stockholder is a party or by which such Stockholder or
the Shares are bound or affected, and (c) require any consent, approval,
authorization or permit of, or filing with or notification to, any court or
arbitrator or any Governmental Entity or official except for (i) applicable
requirements, if any, of the Securities and Exchange Act of 1934, as amended,
and (ii) where the failure to obtain such consents, approvals, authorizations
or permits, or to make such filings or notifications, would not prevent or
delay the performance by such Stockholder of its obligations under this letter
agreement.
9. This letter agreement and all obligations of the parties
hereunder shall automatically terminate and the written consent of the
stockholders shall be automatically revoked upon the earliest of (a) the
termination of the Merger Agreement in accordance with its terms (unless the
Merger Agreement is terminated as a result of breach of this letter agreement),
(b) the Effective Time and (c) the effectiveness of any amendment, modification
or supplement to, or waiver under, the Merger Agreement which amendment,
modification, supplement or waiver would reduce the amount of the Merger
Consideration payable in the Merger or delay the consummation of the Merger by
more than five (5) Business Days, unless consented to in writing by each
Stockholder; provided, however, (i) that Sections 9, 11, 12, 13, 14, 15 and 16
hereof shall survive any such termination and (ii) such termination shall not
relieve any party of any obligation for any breach of this letter agreement
occurring prior to such termination.
10. Each of the parties hereto has approved the entry into this
letter agreement and the consummation of the transactions contemplated by the
Merger Agreement for the purposes of Section 2.6(b) of the Stockholders
Agreement.
11. Notwithstanding anything contained in this letter agreement
to the contrary, the representations, warranties, covenants and agreements made
herein by each Stockholder are made solely with respect to such Stockholder and
the Shares owned by such Stockholder. Each Stockholder is entering into this
letter agreement solely in its capacity as record holder or beneficial owner of
such Stockholder's Shares and nothing herein shall limit or affect any actions
-4-
Cameron 1 S.a.r.l.
July 5, 2007
taken by any employee, officer, director, partner or other affiliate of such
Stockholder, in his or her capacity as a director or officer of the Company (or
a Subsidiary of the Company).
12. This letter agreement shall be governed by and construed in
accordance with the Laws of the State of Delaware, regardless of the Laws that
might otherwise govern under applicable principles of conflict of Laws thereof.
13. Each of the parties hereto unconditionally and irrevocably
(a) consents to submit itself to the jurisdiction of any federal or state court
located in the State of Delaware ("DELAWARE COURT") in the event of any dispute
arising out of or relating to this Agreement or any of the transactions
contemplated by this letter agreement, or the breach, termination or validity
thereof, (b) agrees that it will not attempt to deny or defeat such
jurisdiction by motion or other request for leave from any such Delaware Court
and irrevocably waives any objections which it may have now or in the future to
the jurisdiction of any Delaware Court including without limitation objections
by reason of lack of personal jurisdiction, improper venue, or inconvenient
forum, and (c) agrees that it will not bring any action relating to this letter
agreement or any of the transactions contemplated by this letter agreement in
any court other than a Delaware Court, except for an action to enforce an order
or judgment of a Delaware Court.
14. Each party to this letter agreement recognizes and
acknowledges that a breach by it of any covenants or agreements contained in
this letter agreement will cause the other party to sustain damages for which
it would not have an adequate remedy at law for money damages, and therefore
each party agrees that in the event of any such breach, the aggrieved party
shall be entitled to specific performance of such covenants and agreements and
injunctive and other equitable relief in addition to any other remedy to which
it may be entitled, at law or in equity. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches
of this letter agreement and to enforce specifically the terms and provisions
of this letter agreement in any federal or state court located in the State of
Delaware. For the avoidance of doubt each of Stockholders acknowledges that the
payment to Parent of any termination fee under the Merger Agreement in a case
where the Merger Agreement has been terminated as a result of a breach of this
letter agreement by a Stockholder shall not excuse or in any way limit Parent's
right to equitable and/or legal remedies against any Stockholder under this
letter agreement for such Stockholder's breach of this letter agreement. The
obligations of each of the Stockholders are several, not joint.
15. Each party to this letter agreement hereby irrevocably waives
all right to trial by jury in any action, suit, proceeding or counterclaim
(whether based on contract, tort or otherwise) arising out of or relating to
this letter agreement or any of the transactions contemplated by this letter
agreement or the actions of any other party to this letter agreement in the
negotiation, administration, performance and enforcement hereof.
-5-
Cameron 1 S.a.r.l.
July 5, 2007
16. The effectiveness of this letter agreement shall be
conditioned upon the execution and delivery of the Merger Agreement by the
parties thereto.
17. Each Stockholder agrees that this letter agreement and the
obligations hereunder shall attach to such Stockholder's Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of
such Shares shall pass, whether by operation of law or otherwise, including
such Stockholder's heirs, guardians, administrators or successors, as
applicable.
18. Parent acknowledges and agrees that nothing in this letter
agreement shall be deemed to vest in Parent any direct or indirect ownership or
incidence of ownership of or with respect to any Shares of any Stockholder. All
rights, ownership and economic benefits of and relating to the Shares of any
Stockholder shall remain vested in and belong to such Stockholder, and Parent
shall have no authority to manage, direct, superintend, restrict, regulate,
govern or administer any of the policies or operations of the Company or
exercise any power or authority to direct any Stockholder in the voting of any
of such Stockholder's Shares, except as otherwise expressly provided herein.
-6-
Please confirm that the foregoing correctly states the understanding
between each Stockholder and you by signing and returning to us a counterpart
hereof.
Very truly yours,
Confirmed as of the date
first above written:
Cameron 1 S.a.r.l.
By: /s/ Xxxxxxx Xxxxxx
------------------------
Name: XXXXXXX XXXXXX
Title: ATTORNEY-IN-FACT
Please confirm that the foregoing correctly states the understanding
between each Stockholder and you by signing and returning to us a counterpart
hereof.
Very truly yours,
DATED: July 5, 2007
ARES CORPORATE OPPORTUNITIES FUND, L.P.
By: ACOF Operating Manager, L.P.
Its: Manager
By: Ares Management, Inc.
Its: General Partner
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Name: XXXXX X. XXXXXX
Title: VICE PRESIDENT
ARES LEVERAGED INVESTMENT FUND, L.P.
By: Ares Management, L.P.
Its: General Partner
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: XXXXX X. XXXXX
Title: VICE PRESIDENT
ARES LEVERAGED INVESTMENT FUND, L.P.
By: Ares Management II, L.P.
Its: General Partner
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: XXXXX X. XXXXX
Title: VICE PRESIDENT
Please confirm that the foregoing correctly states the understanding
between each Stockholder and you by signing and returning to us a counterpart
hereof.
Very truly yours,
DATED: July 5, 2007
XXXX CAPITAL (EUROPE) LLC
By:
Its:
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------
Name: XXXXXX XXXXXXXXX
Title: A DULY AUTHORIZED SIGNATORY
Please confirm that the foregoing correctly states the understanding
between each Stockholder and you by signing and returning to us a counterpart
hereof.
Very truly yours,
DATED: July 5, 2007
ONTARIO TEACHERS' PENSION PLAN BOARD
By: /s/ Xxx Sienna
-------------------------------
Name: XXX SIENNA
Title: VICE-PRESIDENT
SCHEDULE I
STOCKHOLDER NAME AND ADDRESS SHARES HELD OF RECORD NUMBER CERTIFICATED SHARES
---------------------------- --------------------- --------------------------
Ares Corporate Opportunities Fund, L.P.
0000 Xxxxxx xx xxx Xxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 182,280,641 180,880,641
Ares Leveraged Investment Fund, L.P.
0000 Xxxxxx xx xxx Xxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 66,667,179
Ares Leveraged Investment Fund II, L.P.
1999 Avenue of the Stars
Suite 1900 25,112,027
Los Angeles, California
Xxxx Capital (Europe) L.P.
c/o Bain Capital Investors, LLC
000 Xxxxxxxxxx Xxxxxx 179,006,708 179,006,708
Xxxxxx, Xxxxxxxxxxxxx 00000
Ontario Teachers' Pension Plan Board
0000 Xxxxx Xxxxxx, 0xx Xxxxx 179,006,708 179,006,708
Xxxxxxx, Xxxxxxx X0X 0X0
EXHIBIT A
WRITTEN CONSENT OF STOCKHOLDERS
OF
SAMSONITE CORPORATION
The Undersigned, being stockholders of Samsonite Corporation, a
Delaware corporation (the "Company"), acting pursuant to the provisions of
Section 228 of the Delaware General Corporation Law and the Company's bylaws,
hereby adopts the following recitals and resolution by written consent in lieu
of a meeting:
WHEREAS, there has been presented to the undersigned stockholders of
the Company and Agreement and Plan of Merger (the "Merger Agreement") by and
among the Company, Cameron 1 S.a.r.l., a Luxembourg company ("Parent"), and
Cameron Acquisitions Corporation, a Delaware corporation ("Merger Sub"), which
Merger Agreement provides for the merger of Merger Sub with and into the
Company, with the Company as the surviving corporation after such merger (the
"Merger");
WHEREAS, pursuant to the terms and conditions of the Merger Agreement,
the stockholders of the Company (the "Stockholders") will be entitled to
receive $[ ] for each share of common stock of the Company held by them at the
effective time of the Merger;
WHEREAS, the board of directors of the Company has approved and
adopted the Merger Agreement and the Merger and has resolved to recommend that
the Stockholders approve and adopt the Merger Agreement and the Merger (the
"Recommendation"), and such Recommendation has not been withdrawn; and
WHEREAS, the affirmative vote in favor of the adoption of the Merger
Agreement by a majority of the votes entitled to be cast thereon by the
stockholders o the Company is required pursuant to Section 251 of the Delaware
General Corporation Law before the Company may effect the Merger.
NOW, THEREFORE, BE IT RESOLVED, that the undersigned stockholders, in
their capacity as stockholder of the Company, hereby adopt the Merger Agreement
and approve the transactions contemplated by the Merger Agreement, including,
without limitation, the Merger;
FURTHER RESOLVED, that the Merger Agreement and the Merger be, and
hereby are, consented to, approved and adopted in all respects without a
meeting, without prior notice and without a vote; and
FURTHER RESOLVED, that this written consent may be signed in one or
more counterparts, each of which shall be deemed an original, and all of which
shall constitute one instrument and that this written consent shall be filed
with the minutes of the proceedings of the stockholders of the Company.
This Written Consent is coupled with an interest and is irrevocable,
except to the extent provided in Section 9 of the Written Consent and Voting
Agreement entered into on July 5, 2007 between the Stockholders.
IN WITNESS WHEREOF, each of the undersigned has executed this Written
Consent effective as of the last date set forth below.
DATED: July 5, 2007
[STOCKHOLDER]
By:
----------------------------------------
Name:
Title:
