Volcom Inc 3
3 · Volcom Inc · Filed May 12, 2011
Insider Transaction Report
Form 3
Volcom IncVLCM
PPR S.A.
10% Owner
Holdings
- 0(indirect: N/A)
Common Stock, par value $0.001 per share
Footnotes (4)
- [F1]PPR S.A. ("PPR") and its wholly owned subsidiary, Transfer Holding, Inc. ("Transfer Holding"), entered into an Agreement and Plan of Merger, dated as of May 2, 2011 (the "merger agreement"), with Volcom, Inc. ("Volcom"), pursuant to which Transfer Holding will commence a tender offer (the "offer") to purchase all of the issued and outstanding shares of Common Stock, par value $0.001 per share, of Volcom (the "Volcom shares"), at a price per share of $24.50 in cash, without interest and less any applicable withholding taxes (the "offer price"). Upon successful completion of the offer, and subject to the terms and conditions of the merger agreement, Transfer Holding will be merged with and into Volcom (the "merger"). (continued in footnote 2)
- [F2]In connection with the merger agreement, PPR and Transfer Holding entered into a share and voting agreement, dated as of May 2, 2011 (the "share and voting agreement"), with Richard R. Woolcott and Rene R. Woolcott, who agreed, subject to certain limited specified exceptions, to tender into the offer, and not withdraw, all Volcom shares beneficially owned or acquired by them after such date (the "subject shares"), to vote the subject shares in favor of the merger and to refrain from disposing of the subject shares. (continued in footnote 3)
- [F3]As of the date hereof, the subject shares include 2,500,932 Volcom shares beneficially owned by Richard R. Woolcott and 1,064,765 Volcom shares beneficially owned by Rene R. Woolcott.
- [F4]Because PPR and Transfer Holding executed the share and voting agreement, PPR and Transfer Holding (the "Reporting Persons") may be deemed to have acquired beneficial ownership over the subject shares for the purpose of determining either company's status as a ten percent holder thereof. However, as none of the Reporting Persons have any pecuniary interest in the subject shares, beneficial ownership over the subject shares is expressly disclaimed for reporting purposes.