Exhibit 4
Tender and Option Agreement, dated as of December 20, 1998 among Parent,
Purchaser, the Company and certain stockholders of the Company.
LeaRonal Inc. LeaRonal AG LeaRonal (S.E. Asia) Ltd.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇
Freeport, New York 11520 6014 ▇▇▇▇▇▇
Switzerland
December 20, 1998
▇▇. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Furigenrain A
6363 Obburgen NW
Switzerland
Dear ▇▇. ▇▇▇▇▇▇▇▇:
This letter is to confirm our agreements regarding the matters set forth in
the Agreement dated August 4, 1995 between LeaRonal AG and you regarding your
shareholdings in LeaRonal (S.E. Asia) Ltd. (the "Shareholders Agreement").
Notwithstanding the terms of the Shareholders Agreement, you and we agree
as follows:
1. Upon consummation of the Merger (as defined in the Agreement and Plan
of Merger dated December 20, 1998 by and among Rohm and ▇▇▇▇ Company, Lightning
Acquisition Corp. and LeaRonal Inc.), LeaRonal AG, LeaRonal Inc. and LeaRonal
(S.E. Asia) Ltd., or any of their respective designees are entitled to purchase
and acquire, at any time upon written notice to ▇▇. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the
shares described in paragraph 1 of the Shareholders Agreement. We agree that you
will not be required to close such transactions until audited financial
statements for the year ended February 28, 1999 are available. You agree to sell
such shares to LeaRonal AG, LeaRonal Inc., LeaRonal (S.E. Asia) Ltd. or such
designee upon receipt of such written notice. You further agree that the
provisions of the Shareholders Agreement, including this letter, are binding
upon your successors and assigns.
2. The purchase price for any purchase and sale of such shares (including
pursuant to paragraphs 2 and 3 of the Shareholders Agreement) shall be 150% of
the book value of such shares. Such book value shall be derived from the latest
available audited balance sheet of LeaRonal (S.E. Asia) Ltd. prepared in
accordance with generally accepted accounting principles applied in the same
manner as such principles were applied in the preparation of the audited balance
sheet of LeaRonal (S.E. Asia) Ltd. as at February 28, 1998.
3. You agree that the book value for LeaRonal (S.E. Asia) Ltd. for the
year ended February 28, 1998 is as stated in the audited financial statements of
LeaRonal (S.E. Asia) Ltd. as of such date.
This letter shall be governed by Swiss law. This letter hereby amends both
the German and English language versions of the Shareholders Agreement and shall
take precedence over each of them. This letter and the Shareholders Agreement
(as so amended by this letter) constitute the entire agreement of the parties
with respect to the subject matter thereof and the Shareholders Agreement (as so
amended by this letter) shall continue in full force and effect.
Very truly yours.
LEARONAL AG
By:______________
LEARONAL INC.
By:______________
LEARONAL (S.E. ASIA) LTD.
By:______________
Agreed and Accepted:
_____________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ AND ▇▇▇▇ COMPANY
By: _________________
LeaRonal Inc. LeaRonal AG
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 6014 ▇▇▇▇▇▇
Switzerland
December 20, 1998
▇▇. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Furigenrain A
6363 Obburgen NW
Switzerland
Dear ▇▇. ▇▇▇▇▇▇▇▇:
This letter is to confirm our agreements regarding the matters set forth in
the Agreement dated February 13, 1987 between LeaRonal Inc. and you regarding
your shareholdings in LeaRonal AG (the "Shareholders Agreement").
Notwithstanding the terms of the Shareholders Agreement, you and we agree
as follows:
1. Upon consummation of the Merger (as defined in the Agreement and Plan
of Merger dated December 20, 1998 by and among Rohm and ▇▇▇▇ Company, Lightning
Acquisition Corp. and LeaRonal Inc.), LeaRonal Inc., LeaRonal AG or any of their
respective designees are entitled to purchase and acquire, at any time upon
written notice to ▇▇. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the shares described in paragraph 1
of the Shareholders Agreement. We agree that you will not be required to close
such transactions until audited financial statements for the year ended February
28, 1999 are available. You agree to sell such shares to LeaRonal Inc., LeaRonal
AG or such designee upon receipt of such written notice. You further agree that
the provisions of the Shareholders Agreement, including this letter, are binding
upon your successors and assigns.
2. The purchase price for any purchase and sale of such shares (including
pursuant to paragraphs 2 and 3 of the Shareholders Agreement) shall be 150% of
the book value of such shares. Such book value shall be derived from an audited
balance sheet of LeaRonal AG prepared in accordance with United States generally
accepted accounting principles.
3. You agree that the book value under Swiss accounting principles for
LeaRonal AG for the year ended February 28, 1998 is as stated in the audited
financial statements of LeaRonal AG as of such date.
This letter shall be governed by Swiss law. This letter agreement hereby
amends both the German and English language versions of the Shareholders
Agreement and shall take precedence over each of them. This letter and the
Shareholders Agreement (as so amended by this letter)
constitute the entire agreement of the parties with respect to the subject
matter thereof and the Shareholders Agreement (as so amended by this letter)
shall continue in full force and effect.
Very truly yours,
LEARONAL INC.
By:______________
LEARONAL AG
By:______________
Agreed and Accepted:
_____________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ AND ▇▇▇▇ COMPANY
By: _________________
LeaRonal Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
December 20, 1998
▇▇. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Furigenrain A
6363 Obburgen NW
Switzerland
Dear ▇▇. ▇▇▇▇▇▇▇▇:
This letter is to confirm our agreements regarding the matters set forth in
the Employment Contract dated May 30, 1979 between LeaRonal Inc. ("LeaRonal")
and you regarding your employment by LeaRonal. (the "Employment Contract").
You and we hereby acknowledge that, upon consummation of the Offer (as
defined in the Agreement and Plan of Merger dated December 20, 1998 by and among
Rohm and ▇▇▇▇ Company ("Rohm and ▇▇▇▇"), Lightning Acquisition Corp. and
LeaRonal), LeaRonal and its subsidiaries may commence manufacturing, selling or
distributing products which, prior to the consummation of the Offer, were
manufactured or sold by Rohm and ▇▇▇▇ or its affiliates (other than LeaRonal) or
purchased by Rohm and ▇▇▇▇ or its affiliates (other than LeaRonal) from third
parties for subsequent resale or distribution (such products, the "▇▇▇▇▇▇▇
Products"). Accordingly, you and we hereby agree that Section 4.4 of the
Employment Contract is hereby amended to exclude from the calculation of your
commissions payable under the Employment Contract all of the sales and net
profits earned by LeaRonal and its affiliates in respect of products which are
▇▇▇▇▇▇▇ Products.
You and we further agree to enter into good faith negotiations to
restructure your commissions payable pursuant to Section 4.4 of the Employment
Contract such that your percentage rates of commission are appropriately reduced
and the computational base to which such percentages are applied is
appropriately increased, in view of the proposed Merger, such that your
commissions shall be linked to the success of the new ▇▇▇▇▇▇▇ ▇▇▇▇▇ division's
combined Asian and European sales of products with intended applications in the
printed wiring board, semiconductor packaging, connectors and surface finishing
market segments.
This letter shall be governed by Swiss law. This letter agreement hereby
amends both the German and English language versions of the Employment Contract
and shall take precedence over each of them. This letter and the Employment
Contract (as so amended by this letter) constitute the entire agreement of the
parties with respect to the subject matter thereof.
Very truly yours,
LEARONAL INC.
By:______________
Agreed and Accepted:
______________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ AND ▇▇▇▇ COMPANY
By: __________________
