Exhibit 99.1
EXECUTION COPY
STOCKHOLDERS
AGREEMENT
This STOCKHOLDERS AGREEMENT (this
“ Agreement ”) is entered into as of
August 2, 2005, by and among adidas-Salomon AG, a corporation
organized under the laws of the Federal Republic of Germany
(“ Parent ”), Ruby Merger Corporation, a
Delaware corporation and a wholly-owned subsidiary of Parent
(“ Merger Sub ”), and Mr. Paul B. Fireman
(the “ Management Stockholder ”) and
Ms. Phyllis Fireman (the “ Non-Management
Stockholder ”) (each, a “ Stockholder
” and, together, the “ Stockholders
”).
W I T N E S S E T H:
WHEREAS, as of the date of this
Agreement, the Stockholders beneficially own, in the aggregate,
13,615,212 shares of Common Stock, par value $.01 per share (the
“ Common Stock ”), of Reebok International Ltd.,
a Massachusetts corporation (the “ Company
”);
WHEREAS, concurrently herewith,
Parent, Merger Sub and the Company are entering into an Agreement
and Plan of Merger, dated as of this date, as the same may be
amended (the “ Merger Agreement ”), pursuant to
which Merger Sub will merge with and into the Company and the
Company will survive as a wholly-owned subsidiary of Parent (the
“ Merger ”), and each share of Common Stock will
be converted into the right to receive cash in accordance with the
terms of the Merger Agreement; and
WHEREAS, as a condition to the
willingness of Parent and Merger Sub to enter into the Merger
Agreement, and as an inducement and in consideration therefor,
Parent and Merger Sub have required that each of the Stockholders
agree, and each of the Stockholders has agreed, to enter into this
Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual premises, representations, warranties,
covenants and agreements contained in this Agreement, the parties,
intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1
Defined
Terms . For purposes of this
Agreement, terms used in this Agreement that are defined in the
Merger Agreement but not in this Agreement shall have the
respective meanings ascribed to them in the Merger
Agreement.
SECTION 1.2
Other
Definitions . For purposes of this
Agreement:
(a)
“
Company Options ” means options to acquire Common
Stock granted to either Stockholder by the Company.
(b)
“ New
Shares ” means any shares of capital stock of the Company
(other than Owned Shares) over which either Stockholder acquires
beneficial ownership at any time from and after the date of this
Agreement through the termination of the Voting Period (including
Option Shares).
(c)
“ Option
Shares ” means any shares of Common Stock issued or
issuable upon the exercise of Company Options.
(d)
“ Owned
Shares ” means all of the shares of Common Stock
beneficially owned by either Stockholder as of the date of this
Agreement. In the event of a stock dividend or distribution,
or any change in the Common Stock by reason of any stock dividend
or distribution, split-up, recapitalization, combination, exchange
of shares or the like, the “Owned Shares” shall be
deemed to refer to and include the Owned Shares (as defined in the
prior sentence) as well as all stock dividends and distributions
and any securities into which or for which any or all of those
Owned Shares may be changed or exchanged or which are received in
the transaction.
(e)
“
Permitted Transferee ” means, with respect to any
Stockholder, any of the following persons: (i) the spouse of
such Stockholder, (ii) the children of such Stockholder,
(iii) a trust of which there are no principal beneficiaries
other than such Stockholder, such Stockholder’s spouse or
such Stockholder’s children, (iv) upon the death of such
Stockholder, the beneficiaries under the terms of any trust or will
of the Stockholder or by law of intestate succession, and
(v) any charitable foundation or similar charitable
organization founded and controlled by such Stockholder or the
Stockholders jointly (and which remains under the control of such
Stockholder or the Stockholders jointly, as
applicable).
(f)
Representative
” means,
with respect to any particular person, any director, officer,
employee, accountant, consultant, legal counsel, investment banker,
advisor, agent or other representatives of that person.
(g)
“
Transfer ” means sell, transfer, tender, pledge,
encumber, hypothecate, assign or otherwise dispose, by operation of
law or otherwise. For purposes of this Agreement, the
Transfer of any Company Option shall be deemed a Transfer of the
shares issuable upon the exercise thereof.
(h)
“ Voting
Period ” means the period from and including the date of
this Agreement through and including the earlier to occur of
(i) the Effective Time and (ii) the termination of the
Merger Agreement by Parent or the Company pursuant to
Section 8.1 of the Merger Agreement.
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ARTICLE II
VOTING AGREEMENT AND IRREVOCABLE PROXY
SECTION 2.1
Agreement to
Vote .
(a)
Each Stockholder
hereby agrees that, during the Voting Period, such Stockholder
shall vote or execute consents, as applicable, with respect to the
Owned Shares and any New Shares beneficially owned by him or her,
as the case may be, as of the applicable record date (or cause to
be voted or a consent to be executed with respect to the Owned
Shares and any New Shares beneficially owned by him or her, as the
case may be, as of the applicable record date) in favor of the
approval of the Merger Agreement and the transactions contemplated
by the Merger Agreement, at any meeting (or any adjournment or
postponement thereof) of, or in connection with any proposed action
by written consent of, the holders of any class or classes of
capital stock of the Company at or in connection with which any of
such holders vote or execute consents with respect to any of the
foregoing matters.
(b)
Each Stockholder
hereby agrees that, during the Voting Period, such Stockholder
shall vote or execute consents, as applicable, with respect to the
Owned Shares and any New Shares beneficially owned by him or her,
as the case may be, as of the applicable record date (or cause to
be voted or a consent to be executed with respect to the Owned
Shares and any New Shares beneficially owned by him or her, as the
case may be, as of the applicable record date) against each of the
matters set forth in clauses (i), (ii) or (iii) below at
any meeting (or any adjournment or postponement thereof) of, or in
connection with any proposed action by written consent of, the
holders of any class or classes of capital stock of the Company at
or in connection with which any of such holders vote or execute
consents with respect to any of the following matters:
(i)
any action,
proposal, transaction or agreement involving the Company or any of
its subsidiaries that would reasonably be expected to, in any
material respect, prevent, impede, frustrate, interfere with,
delay, postpone or adversely affect the Merger, the other
transactions contemplated by the Merger Agreement;
(ii)
any Acquisition
Proposal, other than an Acquisition Proposal made by Parent;
or
(iii)
any amendment to
the Company’s Articles of Organization or Bylaws or Company
Rights Agreement, except as required or expressly permitted under
the Merger Agreement.
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(c)
Any vote required
to be cast or consent required to be executed pursuant to this
Section 2.1 shall be cast or executed in accordance with the
applicable procedures relating thereto so as to ensure that it is
duly counted for purposes of determining that a quorum is present
(if applicable) and for purposes of recording the results of that
vote or consent. Nothing contained in this Section 2.1
shall require either Stockholder to vote or execute any consent
with respect to any Option Shares on or not issued upon the
exercise of a Company Option on or prior to the applicable record
date for that vote or consent.
SECTION 2.2
Grant of
Irrevocable Proxy . Each Stockholder
hereby irrevocably appoints Parent as such Stockholder’s
proxy and attorney-in-fact, with full power of substitution and
resubstitution, to vote or execute consents during the Voting
Period, with respect to the Owned Shares and any New Shares
beneficially owned by such Stockholder, solely in respect of the
matters described in, and in accordance with,
Section 2.1. This proxy is given to secure the
performance of the duties of such Stockholder under this Agreement.
Neither Stockholder shall directly or indirectly grant any person
any proxy (revocable or irrevocable), power of attorney or other
authorization with respect to any of the Owned Shares or New Shares
that is inconsistent with Sections 2.1 and 2.2.
SECTION 2.3
Nature of
Irrevocable Proxy . The proxy and power of
attorney granted pursuant to Section 2.2 by each Stockholder
shall be irrevocable during the Voting Period, shall be deemed to
be coupled with an interest sufficient in law to support an
irrevocable proxy and shall revoke any and all prior proxies
granted by such Stockholder, and such Stockholder acknowledges that
the proxy constitutes an inducement for Parent and Merger Sub to
enter into the Merger Agreement. The power of attorney
granted by each Stockholder is a durable power of attorney and
shall survive the bankruptcy, death or incapacity of such
Stockholder. The proxy and power of attorney granted
hereunder shall terminate automatically at the expiration of the
Voting Period.
ARTICLE III
COVENANTS
SECTION 3.1
Transfer
Restrictions . Each Stockholder
agrees that such Stockholder shall not, and shall not permit any
person, directly or indirectly, to:
(a)
Transfer any or
all of the Owned Shares or New Shares beneficially owned by such
Stockholder; provided that the foregoing shall not prevent
(i) the Transfer of Owned Shares or New Shares to any
Permitted Transferee who executes and delivers to Parent an
agreement to be bound by the terms of this Agreement to the same
extent as such Stockholder, or (ii) the conversion of such
Owned Shares and New Shares into the right to receive Merger
Consideration pursuant to the Merger in accordance with the terms
of the Merger Agreement; or
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(b)
deposit any Owned
Shares or New Shares beneficially owned by such Stockholder in a
voting trust or subject any of such Owned Shares or New Shares
beneficially owned by such Stockholder to any arrangement or
agreement with any person (other than Parent) with respect to the
voting or the execution of consents with respect to any such Owned
Shares or New Shares that would reasonably be expected to restrict
such Stockholder’s ability to comply with and perform such
Stockholder’s covenants and obligations under this
Agreement.
SECTION 3.2
No Shop
Obligations of the Stockholder . Subject to Section 3.3
in the case of the Management Stockholder, each Stockholder
covenants and agrees with Parent that, during the Voting Period,
such Stockholder shall not and shall not authorize any of such
Stockholder’s Representatives to, directly or indirectly,
(i) initiate, solicit, encourage, or knowingly facilitate any
inquiry, proposal or offer, or the making, submission or
reaffirmation of any inquiry, proposal or offer (including any
proposal or offer to the Company’s stockholders), that
constitutes or would reasonably be expected to lead to any
Acquisition Proposal, or (ii) engage in any discus
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