EXHIBIT 99.2
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DEPOSIT AGREEMENT
for registered shares
held in reserve
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Logitech (Jersey) Limited
Xxxxxxxxx House
0 Xxxxxx Xxxxxx
Xx Xxxxxx
Xxxxxx XX0 0XX
(hereinafter "Logitech Jersey")
and
Logitech International SA
Les Chatagnis
CH-1143 Apples, Switzerland
(hereinafter the "Company")
- on the one part -
and
CREDIT XXXXXX
Xxxxxxxxxxx 0
XX-0000 Xxxxxx, Xxxxxxxxxxx
(hereinafter the "Bank")
- on the other part -
have entered into the following agreement (the "Agreement"):
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Article I
This Agreement relates to the total of 272,500 registered shares with CHF 10.--
par value of the Company held in reserve by Logitech Jersey and deposited with
the Bank (the "Shares Held in Reserve").
These shares shall serve to execute the conversion rights of the holders of 1%
Convertible 2001-2006 Bonds (security number 1236784) of CHF 170 million,
convertible into registered shares of the Company, unconditionally and
irrevocably guaranteed by the Company and to be issued by Logitech Jersey (the
"Bonds") (the "Bondholders"). The Bonds can be converted from June 8, 2001 to
June 5, 2006 (the "Conversion Period").
Said purpose of the Shares Held in Reserve shall be maintained as long as the
conditional capital of the Company as foreseen in the bond purchase, paying and
conversion agency agreement among Logitech Jersey and the Company on the first
part and Credit Suisse First Boston, Zurich, ("CSFB") and the other syndicate
banks on the second part (the "Bond Agreement") (the "Conditional Capital") is
not validly created according to the Bond Agreement. CSFB will determine, if the
Conditional Capital is validly created according to the Bond Agreement. In
particular, such determination is subject to certificates, to be furnished to
CSFB by the Company, from the competent courts confirming that the decision of
the general meeting of the Company's shareholders has not been challenged.
Logitech Jersey and the Company confirm and acknowledge that the Shares Held in
Reserve were subscribed by Logitech Jersey at par value. Logitech Jersey and the
Company further confirm and acknowledge that the Shares Held in Reserve were
subscribed and are held by Logitech Jersey on a fiduciary basis on the account
and at the risk of the Company.
Article II
The Bank commits itself
a) to keep the Shares Held in Reserve in a separate custody account
(0425-600213-85) in the name of Logitech Jersey, under the heading of
"Shares Held in Reserve Logitech International SA"; and
b) to surrender the Shares Held in Reserve solely in the following cases:
(i) Provided that the Conditional Capital will not be validly created
according to the Bond Agreement, the Bank will deliver Shares Held in
Reserve to CSFB as the representative of the Bondholders according to
the Bond Agreement, whenever during the Conversion Period and to the
extent Bondholders claim their conversion rights.
(ii) After receipt of a written notice from CSFB confirming that the
Conditional Capital is validly created, the Bank will deliver the
Shares Held in Reserve according to Article V below.
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(iii) After receipt of a written notice from CSFB confirming that the
conversion period has expired or all Bonds have been redeemed and/or
converted, the Bank will deliver the Shares Held in Reserve according
to Article V below.
The obligations arising out of paragraph b) are established in favor of
CSFB on behalf of the Bondholders within the meaning of Article 112 Swiss
Code of Obligations ("CO"). The parties acknowledge that CSFB has declared
to the Company that it claims the respective rights on behalf of the
Bondholders according to Article 112 paragraph 3 CO. Furthermore, these
obligations will continue until all requirements for the validity of the
creation of the Conditional Capital are fulfilled, even if a part or all
of the shares under the Conditional Capital have been already used for the
purpose of executing the conversion rights of the Bondholders.
The Company and Logitech Jersey herewith authorise and instruct the Bank
not to use or surrender the Shares Held in Reserve for any other purpose
than set forth in paragraph b) above. In particular, the Bank shall
neither be authorised nor obliged to surrender the Shares Held in Reserve
according to any instruction of the Company or Logitech Jersey which is
inconsistent with this Agreement.
Article III
As long as the Shares Held in Reserve are deposited with the Bank in accordance
with this Agreement, Logitech Jersey and the Company shall not, and shall not be
entitled to,
a) receive any dividend on the Shares Held in Reserve;
b) exercise any subscription rights in other possible cases of distributions,
such as e.g. in case of capital increases or capital increases for free
and/or in case of convertible bonds, bonds with warrants, shareholder
warrants as well as stock dividends etc. being distributed, or from
exercising any resulting subscription rights; and
c) exercise the voting rights allotted to the Shares Held in Reserve.
Article IV
With regard to the Shares Held in Reserve, the Company, on the other hand,
commits
a) to bear the Swiss issue tax on the issuance of securities of 1% on the
initial purchase price of the Shares Held in Reserve (unless already paid);
b) to bear the Swiss issue tax on the issuance of securities of 1% on the agio
incurring with the final use of the Shares Held in Reserve;
c) to relieve the Bank from any obligations regarding tax consequences which
may occur in connection with the execution of the transactions described in
this Agreement;
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d) to pay the Bank for each year in which the separate custody account is
entirely or partially used an annual lump-sum deposit fee of CHF 10,000.--
at the end of the calendar year, i.e. as of December 31, 2001 for the first
time, for the whole duration of the Shares Held in Reserve being deposited
with the Bank;
e) to pay the Bank a management fee of CHF 30,000.-- (excluding VAT of 7.6 %)
which will become due an payable within 15 days (business days) upon the
signing of this Agreement.
Article V
If and when the Bank is entitled to deliver the Shares Held in Reserve in
accordance with Article II paragraph b) subparagraph (ii), the Bank shall, upon
receipt of the respective instruction of Logitech Jersey and after having
received in full all outstanding fees under this Agreement, deliver the Shares
Held in Reserve to the Company or to Logitech Jersey according to the latter's
instruction (or, as the case may be, leave them in deposit if so directed by
Logitech Jersey).
Article VI
This Agreement shall be governed by and construed in accordance with substantive
Swiss law (i.e. with the exception of Swiss conflict of laws rules). Any
conflict arising out of or in connection with this Agreement shall be subject to
the exclusive jurisdiction of the Commercial Court of the Canton of Zurich,
Switzerland, with reserve of appeals to the Swiss Federal Court.
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This Agreement will be drawn up and signed in three originals. All the Company,
the Bank and CSFB receive an original hereof.
Dated June 1, 2001
Logitech (Jersey) Limited
/s/ Xxxxxxxx Xx Xxxx
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Xxxxxxxx Xx Xxxx
President and Chief Executive Officer
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Chief Finance Officer, Chief Accounting Officer,
And U.S. Representative
Logitech International SA
/s/ Xxxxxxxx Xx Xxxx
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Xxxxxxxx Xx Xxxx
President and Chief Executive Officer
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Chief Finance Officer, Chief Accounting Officer,
And U.S. Representative
Credit Suisse
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
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