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EXHIBIT B
FORM OF PRIVATE PURCHASE AGREEMENT
BRAE GROUP, INC.
333 CLAY STREET
SUITE 4900
HOUSTON, TX 77002
November 16, 2000
Victorinox AG
CH-6438
Ibach-Schwyz
Switzerland
Attention: Charles Elsener, Jr.
Gentlemen:
This letter agreement (this "Agreement") will confirm the mutual
agreement Brae Group, Inc., a Delaware corporation ("Seller"), and Victorinox
AG, a Swiss corporation ("Purchaser"), concerning the sale by Seller to
Purchaser of all of Seller's right, title and interest in and to 1,917,900
shares (the "Shares") of the Common Stock of Swiss Army Brands, Inc., a Delaware
corporation ("SABI"). Pursuant to the terms and conditions of this Agreement,
Seller and Purchaser hereby mutually agree as follows:
1. PURCHASE AND SALE. Seller hereby agrees to sell, transfer, assign
and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller,
the Shares, for a purchase price of US $5.00 per share (US $9,589,500 in the
aggregate) (the "Purchase Price"), payable as set forth below. The sale and
purchase of the Shares shall occur at the hereinafter defined "Closing".
2. HART-SCOTT-RODINO COMPLIANCE. Promptly as practicable following the
execution of this Agreement, but in any event within five (5) business days,
Purchaser will cause to be filed with the Antitrust Division of the United
States Federal Trade Commission (the "FTC") and the Antitrust Division of the
United States Department of Justice (the "DOJ") the notification and report form
required for the transactions contemplated hereby (the "HSR Report Form") and
any supplemental information requested in connection therewith pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"). Seller shall pay the filing fee required in connection with the filing of
the HSR Report Form. Purchaser will keep Seller apprised of the status of any
communications with, and inquiries or requests for additional information from,
the FTC and the DOJ and shall comply promptly with any such inquiry or request.
Purchaser will use all reasonable efforts to obtain any clearance required under
the HSR Act for the purchase and sale of the Shares. Either party may terminate
this Agreement if the relevant waiting period under the HSR Act (the "HSR
Waiting Period") has not expired or terminated within 120 days following the
filing of the HSR Report Form.
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3. THE CLOSING.
(a) The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place at such time and location as the parties may
agree, not later than five (5) business days following the expiration or
termination of the applicable HSR Waiting Period. At the Closing, Purchaser
shall deliver the Purchase Price to Seller, and Seller shall deliver the Shares
to Purchaser.
(b) Delivery of the Shares at the Closing shall be by delivery of
certificates representing the Shares, either registered in Purchaser's name or
accompanied by such instruments of transfer duly executed and in proper form for
transfer, with signatures guaranteed, and/or by book entry transfer of
beneficial ownership of shares held in the name of Seller's broker or nominee,
or by such other method as is agreed between Purchaser and Seller, provided,
that in the event that delivery of such certificate or certificates shall be
delayed, Purchaser shall nevertheless for all purposes be the beneficial owner
of the Shares from and after the Closing.
(c) The Purchase Price shall be paid at the Closing by the
satisfaction of indebtedness owed to Purchaser by Seller, as shall be agreed by
the parties prior to the Closing. Such satisfaction shall be effective on and as
of the Closing without any further action by either party; provided, that
Purchaser hereby agrees to deliver to Seller any notes, security or other
instruments or things of value evidencing or securing such indebtedness.
4. TRANSFER OF BENEFICIAL OWNERSHIP. The transfer of the beneficial
ownership of the Shares shall be effective as of the date of the Closing, and
unless and until the Closing occurs, Purchaser shall have no right to vote or
dispose of, or direct the vote or disposition of, the Shares.
5. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants that:
(a) Seller has good title to and owns the Shares free and clear of
all security interests, liens, charges, encumbrances and other adverse claims,
and is transferring the Shares to Purchaser free and clear of all security
interests, liens, charges, encumbrances and other adverse claims.
(b) Seller is a sophisticated investor, highly skilled in
financial matters and has made such inquiry and has obtained such information as
Seller has deemed appropriate concerning the Shares. Seller acknowledges that,
as a substantial shareholder of SABI, with access to all of SABI's public
filings with the U.S. Securities and Exchange commission, Seller is familiar
with the business, financial condition and prospects of SABI; and Seller
acknowledges that Purchaser has not made any representation or warranties with
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respect to SABI's business, financial condition or prospects. Without limiting
the generality of the foregoing, Seller acknowledges that its decision to
proceed with this transaction is based upon its own analysis of the situation
and that, except as expressly set forth in paragraph 6 hereof, no
representations or warranties whatsoever have been made to Seller concerning the
Shares or SABI by Purchaser or by any other person.
(c) Seller acknowledges that in connection with the transactions
contemplated by this Agreement, Seller has relied on its own counsel and other
advisors to the extent Seller has deemed appropriate, and Seller has not relied
on Purchaser or its advisors to advise it with respect to the legal, tax or
other aspects of such transactions.
6. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents
and warrants that:
(a) Purchaser is a sophisticated investor, highly skilled in
financial matters and has made such inquiry and has obtained such information as
Purchaser has requested or deemed appropriate concerning the Shares. Purchaser
acknowledges that, as a substantial shareholder of SABI, with access to all of
SABI's public filings with the U.S. Securities and Exchange commission,
Purchaser is familiar with the business, financial condition and prospects of
SABI; and Purchaser acknowledges that Seller has not made any representation or
warranties with respect to SABI's business, financial condition or prospects.
Without limiting the generality of the foregoing, Purchaser acknowledges that
its decision to proceed with this transaction is based upon its own analysis of
the situation and that, except as expressly set forth in paragraph 5 hereof, no
representations or warranties whatsoever have been made to Purchaser concerning
the Shares or SABI by Seller or by any other person.
(b) Purchaser acknowledges that in connection with the
transactions contemplated by this Agreement, Purchaser has relied on its own
counsel and other advisors to the extent Purchaser has deemed appropriate, and
Purchaser has not relied on Seller or its advisors (including without limitation
Morrison & Foerster LLP) to advise it with respect to the legal, tax or other
aspects of such transactions.
(c) Purchaser is acquiring the Shares solely for purposes of
investment and not with a view to resale or distribution. Purchaser recognizes
that the Shares are being purchased by Purchaser in a transaction that is not
registered under the Securities Act of 1933, as amended (the "Act"), and agrees
that it will not transfer any of the Shares (or any interest therein) in the
absence of such registration unless such contemplated transfer is exempt from
the requirement of such registration.
7. OTHER DOCUMENTS. Each party hereto shall at any time, and from time
to time, upon the written request of the other party hereto, execute and deliver
such further documents and things, and take such further actions, as the other
party hereto may reasonably request in order to effect the purposes of this
Agreement.
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8. MERGER/MODIFICATION. This Agreement embodies the entire agreement
and understanding between the parties hereto and supersedes all prior agreements
and understandings between the parties relating to the subject matter hereof.
Neither this Agreement nor any term hereof may be changed, waived, discharged or
terminated, except by an instrument in writing signed by Seller and Purchaser.
9. HEADINGS. The headings of this Agreement are for purposes of
reference only and shall not limit or define the meaning hereof.
10. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the laws of the State of New York applicable to contracts made
and to be performed entirely within such state.
11. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original and which together shall constitute one and
the same agreement.
If this Agreement meets with your understanding of our mutual
agreement, please so indicate by signing a copy hereof and returning it to the
undersigned.
Very truly yours,
BRAE GROUP, INC.
By: /s/ W. KIRK BOSCHE
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W. Kirk Bosche
Vice President - Finance
ACCEPTED AND AGREED:
VICTORINOX AG
By: /s/ CHARLES ELSENER, JR.
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Charles Elsener, Jr.
