EVERLAST WORLDWIDE INC.
Exhibit 99.5
EVERLAST WORLDWIDE INC.
0000 Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
July 26, 2007
Xxxxxx Group Acquisitions, LLC
00 X. 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx
Gentlemen:
We are aware of your position that the Agreement and Plan of Merger, dated as of June 1, 2007, among Xxxxxx Group Acquisitions, LLC, Xxxxxx Group Acquisitions, Inc. (collectively, “Xxxxxx”) and Everlast Worldwide Inc. (“Everlast”) (the “Xxxxxx Merger Agreement”), remains in effect. We are also aware of your position that, as a consequence, the standstill provision of the Confidentiality and Standstill Agreement, dated as of May 9, 2007, between X. Xxxxxx & Company, Inc. and Everlast (the “Confidentiality Agreement”), that would, among other things, prohibit Xxxxxx from undertaking a tender offer for shares of Everlast’s stock or otherwise make an acquisition proposal under the Agreement and Plan of Merger, dated as of June 28, 2007, by and among Everlast, Brands Holdings Limited and EWI Acquisition, Inc. (the “Brands Merger Agreement”), remains in effect.
Under the terms of the Confidentiality Agreement, the standstill provisions terminated upon our entering into the Xxxxxx Merger Agreement. Further, we believe that the Xxxxxx Merger Agreement was properly terminated following which the standstill provision obligations under the Confidentiality Agreement ceased to apply. Accordingly, we therefore disagree with Xxxxxx’x positions regarding the continued effectiveness of the Xxxxxx Merger Agreement and the standstill provisions of the Confidentiality Agreement. Nevertheless, in order to remove doubts relating to the most unrealistic interpretations of these provisions, Everlast, along with Brands Holdings Limited and EWI Acquisition, Inc. (collectively, “Brands”), hereby agree that – even if the Confidentiality Agreement is found to be effective – they will not seek to enforce the standstill provisions of the Confidentiality Agreement against Xxxxxx, in the event that Xxxxxx desires to propose either a new acquisition proposal (in accordance with the Brands Merger Agreement) or commence a non-coercive tender offer for Everlast’s shares, should it wish to do so.
This letter is without prejudice to any other positions of Everlast or Brands and shall not be deemed an admission that any interpretation by Xxxxxx of any of the agreements referenced herein is correct.
Sincerely,
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EVERLAST WORLDWIDE INC. | |||
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By: |
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Name |
Xxxx X. Xxxxxxxx |
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Title: |
President and Chief Executive Officer |
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BRANDS HOLDINGS LIMITED |
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/s/ Xxxxxx Xxxxxx |
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Name: Xxxxxx Xxxxxx |
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Title: Head of Brands |
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EWI ACQUISITION, INC. |
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/s/ Xxxxxx Xxxxxx |
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Name: Xxxxxx Xxxxxx |
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Title: Vice President |
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