FORM OF TENDER AND SUPPORT AGREEMENTTender and Support Agreement • July 3rd, 2014 • Everest Merger Sub, Inc. • Retail-miscellaneous shopping goods stores
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 30, 2014, by and among Vestis Retail Group, LLC, a Delaware limited liability company (“Parent”), Everest Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and (“Stockholder”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG VESTIS RETAIL GROUP, LLC, EVEREST MERGER SUB, INC. AND SPORT CHALET, INC. June 30, 2014Agreement and Plan of Merger • July 3rd, 2014 • Everest Merger Sub, Inc. • Retail-miscellaneous shopping goods stores
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 30, 2014 (the “Agreement Date”), by and among Vestis Retail Group, LLC, a Delaware limited liability company, (“Parent”), Everest Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Sport Chalet, Inc., a Delaware corporation (the “Company”).
July 18, 2014 Re: Your Sport Chalet Stock, Action Required Dear Stockholder:Everest Merger Sub, Inc. • July 18th, 2014 • Retail-miscellaneous shopping goods stores
As previously announced, Sport Chalet, Inc. (“Sport Chalet”), Vestis Retail Group, LLC (“Vestis”) and a subsidiary of Vestis (“Merger Sub”) entered into an Agreement and Plan of Merger on June 30, 2014 pursuant to which Vestis and Merger Sub agreed to acquire all of the outstanding Class A and Class B shares of Sport Chalet (the “Shares”). On July 3, 2014, Vestis and Merger Sub launched a cash tender offer to acquire the Shares (the “Offer”), and by now you should have received the related offer to purchase and other offer documents (collectively, the “Offer Documents”), which include the terms of the Offer and instructions for tendering your Shares in the Offer.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 3rd, 2014 • Everest Merger Sub, Inc. • Retail-miscellaneous shopping goods stores
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 30, 2014, by and among Vestis Retail Group, LLC, a Delaware limited liability company (“Parent”), Everest Merger Sub, Inc., a Delaware corporation (“Purchaser”), The Olberz Family Trust dated 05/06/1997, a trust organized under the laws of the state of California (the “Trust”), Irene M. Olberz (“IO”), individually and as co-trustee for the Trust, Eric S. Olberz (“EO”), individually and as co-trustee for the Trust, and, solely with respect to Sections 3.7, 4.1, 5.1, 6.3(b), and 8.10, Sport Chalet, Inc., a Delaware corporation (the “Company”). The Trust, IO and EO are referred to collectively as the “Sellers.”
June 30, 2014Everest Merger Sub, Inc. • July 3rd, 2014 • Retail-miscellaneous shopping goods stores
This letter is in reference to the Employment Agreement, dated December 31, 2008, between Sport Chalet, Inc. (the “Company”) and myself (the “Employment Agreement”). Capitalized terms that are not defined in this letter shall have the same meaning as under the Employment Agreement.
July 18, 2014 Re: Your Sport Chalet Stock, Action Required Dear Stockholder:Everest Merger Sub, Inc. • July 18th, 2014 • Retail-miscellaneous shopping goods stores
As previously announced, Sport Chalet, Inc. (“Sport Chalet”), Vestis Retail Group, LLC (“Vestis”) and a subsidiary of Vestis (“Merger Sub”) entered into an Agreement and Plan of Merger on June 30, 2014 pursuant to which Vestis and Merger Sub agreed to acquire all of the outstanding Class A and Class B shares of Sport Chalet (the “Shares”). On July 3, 2014, Vestis and Merger Sub launched a cash tender offer to acquire the Shares (the “Offer”), and by now you should have received the related offer to purchase and other offer documents (collectively, the “Offer Documents”), which include the terms of the Offer and instructions for tendering your Shares in the Offer.
June 30, 2014Everest Merger Sub, Inc. • July 3rd, 2014 • Retail-miscellaneous shopping goods stores
This letter is in reference to the Employment Agreement, dated December 31, 2008, between Sport Chalet, Inc. (the “Company”) and myself (the “Employment Agreement”). Capitalized terms that are not defined in this letter shall have the same meaning as under the Employment Agreement.
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 4th, 2014 • Everest Merger Sub, Inc. • Retail-miscellaneous shopping goods stores
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (“Amendment No. 1”) is made as of August 3, 2014, by and among Vestis Retail Group, LLC, a Delaware limited liability company, (“Parent”), Everest Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Sport Chalet, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement and Plan of Merger, dated June 30, 2014, by and among Parent, Merger Sub and the Company (as amended, the “Merger Agreement”).
January 7, 2014 PERSONAL AND CONFIDENTIAL Versa Capital Management, LLC Philadelphia, PA 19104 Ladies and Gentlemen:Personal and Confidential • July 3rd, 2014 • Everest Merger Sub, Inc. • Retail-miscellaneous shopping goods stores • California
This letter agreement (this “Agreement”) confirms our understanding with respect to your request for certain Information regarding Sport Chalet, Inc. (the “Company”) in connection with a potential transaction, which may include private placements of debt and equity, strategic alliances, mergers, acquisitions, management buyouts, restructurings, divestitures and/or recapitalizations, involving the Company and you (the “Transaction”). You will be furnished with certain information that is either non-public, confidential, or proprietary in nature. As a condition to your being furnished with such information, you agree to treat any information concerning the Company (whether prepared by or on behalf of the Company and whether oral or written) that is furnished to you by or on behalf of the Company, including, without limitation, store data, marketing plans and strategies and financial information (collectively, the “Information”) in the manner set forth in this Agreement.
