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Agreement and Plan of Merger

 

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Title:

Agreement and Plan of Merger

Entities:

Logitech International SA

Date:

2001

Size:

Preview shows 5KB of 215KB total

Price:

$82

ID:

#1233045

 

 

► Plans ► Agreements ► Agreements & Plans of Merger
► Technology ► Computer Peripherals

 

 

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                          AGREEMENT AND PLAN OF MERGER


This Agreement and Plan of Merger (as the same may be amended, supplemented
or modified in accordance with the terms hereof, this "Agreement") dated
---------
February 7, 2001 is among Labtec Inc., a Massachusetts corporation (together
with its successor and assigns, the "Company"), for the purposes of Sections
-------
1.1(b) and 11.7 only, Logitech International S.A., a Swiss corporation (together
with its successor and assigns, "Parent"), Logitech Inc., a California
------
corporation and a wholly-owned subsidiary of Parent (together with its
successors and assigns, "Logitech Subsidiary"), and Thunder Acquisition Corp., a
-------------------
Massachusetts corporation and a direct wholly-owned subsidiary of Logitech
Subsidiary (together with its successor and assigns, "Merger Sub").
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Recitals
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The parties desire that Logitech Subsidiary acquire the Company, upon the
terms and conditions set forth herein and in accordance with the Massachusetts
Business Corporation Law and Chapter 156B of the Massachusetts General Laws
(collectively, the "MBCL").
----

In furtherance of such acquisition, it is proposed that Merger Sub shall,
and Logitech Subsidiary shall cause Merger Sub to, make an exchange offer (as it
may be amended from time-to-time as permitted under this Agreement, the "Offer")
-----
to acquire, upon the terms and subject to the conditions of this Agreement and
the Offer, all of the issued and outstanding shares (each, a "Share" and
-----
collectively, the "Shares") of the Company's common stock, par value $.01 per
------
share ("Company Common Stock"), at a price for each Share of (i) $11.00 in cash
--------------------
(such price, or such higher price per share in cash that may be made pursuant to
the Offer, is referred to as the "Cash Portion"), and (ii) a fraction of an
------------
American depositary share (each, a "Parent ADS") of Parent equal to the Stock
----------
Portion (as defined in Section 1.1(d) below) (each Parent ADS representing one-
tenth of a registered share, par value CHF 10 per share, of Parent and evidenced
by an American depositary receipt ("Parent ADR") issued in accordance with the
----------
Deposit Agreement dated as of March 27, 1997 among Parent, The Bank of New York,
as depositary, and all owners from time to time of Parent ADSs, as amended on
July 5, 2000 (as so amended, the "Deposit Agreement").
-----------------

Also in furtherance of such acquisition, it is proposed that, following the
consummation of the Offer, Merger Sub will merge with and into the Company (the
"Merger") and that the Shares not tendered and accepted pursuant to the Offer
------
will thereupon be converted into the right to receive both cash and a fraction
of a Parent ADS in the amounts set forth in Section 2.4(c) hereof.

The respective boards of directors of the Company, Parent, Logitech
Subsidiary and Merger Sub have authorized, adopted and approved this Agreement
and deem this Agreement, the Offer and the Merger desirable and in the best
interests of their respective corporations and stockholders.

This Agreement and the Merger have been adopted and approved by Logitech
Subsidiary as the sole stockholder of Merger Sub and will be submitted to the
stockholders of the Company for their adoption and approval.
<PAGE>

Concurrently herewith, Logitech Subsidiary and two stockholders of the
Company have entered into a Stockholder Agreement (the "Stockholder Agreement")
---------------------
in the form attached hereto as Exhibit A, providing that, among other things,
---------
such stockholders will tender their Shares pursuant to the Offer and vote their
Shares and those Shares over which they have voting power in favor of the
adoption and approval of this Agreement, and that the Parent ADSs to be received
by such stockholders shall be subject to a contractual lock-up as provided

 

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