Never mind, here it is...
On June 18, 1999, Marker International ("Marker" or the "Company"),
Marker Canada Ltd. ("Marker Canada"), CT Sports Holding AG, a corporation
organized and existing under the laws of Switzerland, and Lapointe Rosenstein,
as escrow agent, entered into a shareholders agreement (the "Shareholders
Agreement") pursuant to which CT Sports Holding AG purchased 200 class "A"
shares of Marker Canada for a purchase price of Cdn $1.5 million. CT Sports
Holding AG is a newly formed joint venture between Tecnica S.p.A. and H.D.
Cleven, the principal shareholder of the Volkl Group. The 200 class "A" shares
represent 66.66% of the outstanding voting and participating shares of Marker
Canada. The remaining 100 class "A" shares, representing 33.33% of the
outstanding and voting shares, are held by the Company.
CT Sports Holding AG will hold its 200 shares in the name of and on
behalf of Marker International GmbH (in foundation), which upon incorporation
will be deemed to be the shareholder of such shares. The purchase price of Cdn
$1.5 million (converted to U.S. dollars at an exchange rate of 1.4627 Canadian
dollar per U.S. dollar) will be deducted from the U.S. $15 million purchase
price of the assets of the Company pursuant to an asset purchase agreement
between the Company and a subsidiary of CT Sports Holding AG (the "Asset
Purchase Agreement"). CT Sports Holding AG has the option (the "Option") to
require Marker to sell to CT Sports Holding AG all of Marker's 100 shares of
Marker Canada for a purchase price of Cdn $750,000, less all or any amounts then
payable by Marker or any of its subsidiaries to Marker Canada, CT Sports Holding
AG or any subsidiary or affiliate of CT Sports Holding AG. The Option is
exercisable if: (i) the transactions contemplated by the Asset Purchase
Agreement are not consummated on or before December 31, 1999, (ii) Marker or any
of its subsidiaries is acquired by, merges with or sells all or a substantial
part of its assets or securities to a person other than CT Sports Holding AG,
its subsidiaries or affiliates, (iii) Marker makes a motion or application in
the bankruptcy court to reject the Option, or (iv) Marker contests the validity
or enforceability of the Option or denies it has any obligations under the
Shareholders Agreement.
In connection with the Shareholders Agreement, each of Marker, Tecnica
S.p.A. and the Volkl Group entered into distribution agreements with Marker
Canada granting Marker Canada the exclusive right to distribute certain products
in Canada for a period of five years.
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