AGREEMENT AND PLAN OF MERGER by and among: ABC-MART, INC., a corporation formed under the laws of Japan, XYZ MERGER SUB, INC., a Wisconsin corporation, and LACROSSE FOOTWEAR, INC., a Wisconsin corporation Dated as of July 5, 2012Agreement and Plan of Merger • July 16th, 2012 • Abc-Mart, Inc. • Rubber & plastics footwear • Delaware
This AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 5, 2012 (the “Agreement Date”), by and among ABC-Mart, Inc., a corporation formed under the laws of Japan (“Parent”), XYZ Merger Sub, Inc., a Wisconsin corporation and a wholly owned subsidiary of Parent (“Purchaser”), and LaCrosse Footwear, Inc., a Wisconsin corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TENDER AND VOTING AGREEMENTTender and Voting Agreement • July 16th, 2012 • Abc-Mart, Inc. • Rubber & plastics footwear • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2012, by and among ABC-Mart, Inc., a corporation formed under the laws of Japan (“Parent”), XYZ Merger Sub, Inc., a Wisconsin corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the undersigned shareholder (the “Stockholder”) of LaCrosse Footwear, Inc., a Wisconsin corporation (the “Company”).
CONFIDENTIALITY AGREEMENTAbc-Mart, Inc. • July 16th, 2012 • Rubber & plastics footwear • Oregon
You have expressed interest in pursuing the acquisition of LaCrosse Footwear, Inc. (the “Company”), which is represented by Wells Fargo Securities LLC (“Wells Fargo”), through the purchase of all the capital stock of the Company (the “Transaction”). You have requested that the Company or its representatives furnish you or your representatives with certain information relating to the Company or the Transaction. All such information (whether written or oral) furnished (whether before or after the date hereof) by the Company or its directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, “the Company Representatives”) to you or your directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, “your Representatives”) and all analyses, compilations, forecasts, studies or other documen
