EX-2.1
from 10-Q
149 pages
Mfb International Holdings S.À R.L. 33, Rue Du Puits Romain, L-8070 Bertrange, Grand Duchy of Luxembourg Hanesbrands Inc. 1000 East Hanes Mill Road, Winston-Salem, Nc 27105 25 June 2014 Slb Brands Holdings, Ltd C/O Maples Corporate Services Limited Po Box 309 Ugland House George Town Grand Cayman Ky1-1104 Cayman Islands Dear Sirs: Final Binding Offer for the Dba Business (The “Offer Letter”) We, Mfb International Holdings S.À R.L., Refer to Our Recent Discussions Relating to the Possible Acquisition (The “Transaction”) by US, a Company Incorporated Under the Laws of the Grand- Duchy of Luxembourg (The “Purchaser”), of 100% of the Issued Share Capital of Dba Lux Holding S.A. (The “Company”) and the Warrants Issued by the Company Pursuant to a Proposed Share Purchase Agreement to Be Entered Into by Slb Brands Holdings, Ltd (The “Institutional Seller”), Certain Managers of the Group (The “Management Sellers” and Together With the Institutional Seller, the “Sellers”), Certain Manager Holding Companies (The “Manager Holding Companies”), the Purchaser and Hanesbrands Inc. (The “Purchaser’s Guarantor”) (The “Share Purchase Agreement”). Capitalised Terms Used but Not Otherwise Defined Herein Shall Have the Meanings Ascribed to Them in the Share Purchase Agreement. All References in the Offer Letter to Time Are to Paris Time. 1. Offer 1.1 the Purchaser Hereby Makes a Final, Binding and Irrevocable Offer to the Institutional Seller to Purchase All of the Shares and Warrants Free and Clear of All Encumbrances Together With All Rights Attached Thereto, on the Terms and Subject to the Conditions of the Share Purchase Agreement and This Offer Letter, and the Purchaser’s Guarantor Makes a Final, Binding and Irrevocable Offer to Be a Guarantor of the Purchaser on the Terms and Subject to the Conditions of the Share Purchase Agreement and This Offer Letter (Together, the “Offer”). a Copy of the Share Purchase Agreement (Including Schedules, Exhibits
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