STOCKHOLDERS AGREEMENT
AGREEMENT, dated as of August 27, 1998 among Bravo Acquisition
Co., a Delaware corporation ("Buyer"), and the holders (the "Stockholders")
of the shares of capital stock of ▇▇▇▇ Electronics Corp., a Delaware
corporation (the "Company"), listed on the signature pages hereof.
WHEREAS, in order to induce Buyer and Framatome Connectors
International S.A. ("Parent") to enter into an agreement and plan of merger
(the "Merger Agreement") with the Company, Buyer has requested the
Stockholders, and the Stockholders have agreed, to enter into this Agreement
with respect to all shares of capital stock of the Company that Stockholders
beneficially own (the "Shares"). Capitalized terms used but not separately
defined herein shall have the meanings assigned to such terms in the Merger
Agreement; and
WHEREAS, subject to certain conditions and pursuant to the
Merger Agreement, Buyer shall commence an offer (the "Offer") to purchase all
of the outstanding shares of Common Stock of the Company, par value $0.01 per
share, and Class A Common Stock of the Company, par value $0.01 per share.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
Grant of Proxy; Voting Agreement; Agreement to Tender
Section 1.1. Voting Agreement. Each of the Stockholders hereby
agrees to vote all Shares that such Stockholder is entitled to vote at the
time of any vote to approve and adopt the Merger Agreement, the Merger and all
agreements related to the Merger and any actions related thereto at any
meeting of the stockholders of the Company, and at any adjournment thereof,
at which such Merger Agreement and other related agreements (or any amended
version thereof), or such other actions, are submitted for the consideration
and vote of the stockholders of the Company. Each Stockholder hereby agrees
that it will not vote any Shares in favor of the approval of any (i)
Acquisition Proposal, (ii) reorganization, recapitalization, liquidation or
winding up of the Company or any other extraordinary transaction involving the
Company, (iii) corporate action the consummation of which would frustrate the
purposes, or prevent or delay the consummation, of the transactions
contemplated by the Merger Agreement or (iv) other matter relating to, or in
connection with, any of the foregoing matters.
Section 1.2. Irrevocable Proxy. Each Stockholder hereby
revokes any and all previous proxies granted with respect to the Shares. By
entering into this Agreement, each Stockholder hereby grants a proxy
appointing Buyer as such Stockholder's attorney-in-fact and proxy, with full
power of substitution, for and in the Stockholder's name, to vote, express,
consent or dissent, or otherwise to utilize such voting power in the manner
contemplated by Section 1.1 above as Buyer or its proxy or substitute shall,
in Buyer's sole discretion, deem proper with respect to the Shares. The proxy
granted by each Stockholder pursuant to this Article 1 is irrevocable and is
granted in consideration of Buyer entering into this Agreement and the Merger
Agreement and incurring certain related fees and expenses. The proxy granted
by each Stockholder shall be revoked upon termination of this Agreement in
accordance with its terms. Each Stockholder shall use its best effort to cause
any record owner of Shares to grant to Buyer a proxy to the same effect as
that contained herein. Each Stockholder shall perform such further acts and
execute such further documents as may be required to vest in Buyer the sole
power to vote the Shares during the term of the proxy granted herein.
Section 1.3. Agreement to Tender. Each Stockholder hereby
agrees to tender, upon the request of Buyer (and agrees that it will not
withdraw), pursuant to and in accordance with the terms of the Offer, the
Shares. Within five business days after the commencement of the Offer, each
Stockholder shall deliver to the depositary designated in the Offer (i) a
letter of transmittal with respect to the Shares complying with the terms of
the Offer, (ii) certificates representing of the Shares and (iii) all other
documents or instruments required to be delivered pursuant to the terms of the
Offer.
ARTICLE 2
Representations and Warranties of Stockholders
Each Stockholder represents and warrants to Buyer that:
Section 2.1. Corporate Authorization. The execution, delivery
and performance by Stockholder of this Agreement and the consummation by
Stockholder of the transactions contemplated hereby are within the corporate
powers of Stockholder and have been duly authorized by all necessary corporate
action. This Agreement constitutes a valid and binding Agreement of
Stockholder.
Section 2.2. Non-Contravention. The execution, delivery and
performance by Stockholder of this Agreement and the consummation of the
transactions contemplated hereby do not and will not (i) violate the
certificate of incorporation or bylaws of Stockholder, (ii) violate any
applicable law, rule, regulation, judgment, injunction, order or decree, (iii)
require any consent or other action by any Person under, constitute a default
under, or give rise to any right of termination, cancellation or acceleration
or to a loss of any benefit to which Stockholder is entitled under any
provision of any agreement or other instrument binding on Stockholder or (iv)
result in the imposition of any Lien on any asset of Stockholder.
Section 2.3. Ownership of Shares. Stockholder is the
beneficial owner of the Shares, free and clear of any Lien and any other
limitation or restriction (including any restriction on the right to vote or
otherwise dispose of the Shares). None of the Shares is subject to any voting
trust or other agreement or arrangement with respect to the voting of such
Shares.
Section 2.4. Total Shares. Except for the Shares set forth on
the signature page hereto, Stockholder does not beneficially own any (i)
shares of capital stock or voting securities of the Company, (ii) securities
of the Company convertible into or exchangeable for shares of capital stock or
voting securities of the Company or (iii) options or other rights to acquire
from the Company any capital stock, voting securities or securities
convertible into or exchangeable for capital stock or voting securities of the
Company.
Section 2.5. Finder's Fees. No investment banker, broker,
finder or other intermediary is entitled to a fee or commission from Buyer or
the Company in respect of this Agreement based upon any arrangement or
agreement made by or on behalf of Stockholder.
ARTICLE 3
Representations and Warranties of Buyer
Buyer represents and warrants to each Stockholder:
Section 3.1. Corporate Authorization. The execution, delivery
and performance by Buyer of this Agreement and the consummation by Buyer of
the transactions contemplated hereby are within the corporate powers of Buyer
and have been duly authorized by all necessary corporate action. This
Agreement constitutes a valid and binding Agreement of Buyer.
ARTICLE 4
Covenants of Stockholders
Each Stockholder hereby covenants and agrees that:
Section 4.1. No Proxies for or Encumbrances on Shares. Except
pursuant to the terms of this Agreement, Stockholder shall not, without the
prior written consent of Buyer, directly or indirectly, (i) grant any proxies
or enter into any voting trust or other agreement or arrangement with respect
to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber
or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the direct or indirect
acquisition or sale, assignment, transfer, encumbrance or other disposition
of, any Shares during the term of this Agreement. Stockholder shall not seek
or solicit any such acquisition or sale, assignment, transfer, encumbrance or
other disposition or any such contract, option or other arrangement or
understanding and agrees to notify Buyer promptly, and to provide all details
requested by Buyer, if Stockholder shall be approached or solicited, directly
or indirectly, by any Person with respect to any of the foregoing.
Section 4.2. Other Offers. Stockholder and its subsidiaries
shall not, and will use their reasonable best efforts to cause their officers,
directors, employees or other agents not to, directly or indirectly, (i) take
any action to solicit or initiate any Acquisition Proposal or (ii) engage in
negotiations with, or disclose any nonpublic information relating to the
Company or any of its Subsidiaries or afford access to the properties, books
or records of the Company or any of its Subsidiaries to, any Person that may
be considering making, or has made, an Acquisition Proposal or has agreed to
endorse an Acquisition Proposal. Stockholder will promptly notify Buyer after
receipt of an Acquisition Proposal or any indication that any Person is
considering making an Acquisition Proposal or any request for nonpublic
information relating to the Company or any of its Subsidiaries or for access
to the properties, books or records of the Company or any of its Subsidiaries
by any Person that may be considering making, or has made, an Acquisition
Proposal and will keep Buyer fully informed of the status and details of any
such Acquisition Proposal, indication or request. The provisions of this
Section 4.02 shall not impose any additional limitations upon the ability of
Stockholder to exercise its fiduciary duties as a director of the Company
provided that Stockholder acts in accordance with Section 5.4 of the Merger
Agreement.
Section 4.3. Appraisal Rights. Stockholder agrees not to
exercise any rights (including, without limitation, under Section 262 of the
General Corporation Law of the State of Delaware) to demand appraisal of any
Shares which may arise with respect to the Merger.
ARTICLE 5
Miscellaneous
Section 5.1. Further Assurances. Buyer and Stockholders will
each execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use its reasonable best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations, to consummate and
make effective the transactions contemplated by this Agreement.
Section 5.2. Amendments; Termination. Any provision of this
Agreement may be amended or waived if, but only if, such amendment or waiver
is in writing and is signed, in the case of an amendment, by each party to
this Agreement or in the case of a waiver, by the party against whom the
waiver is to be effective. This Agreement shall terminate on the later to
occur of the termination of the Merger Agreement in accordance with its terms
or April 1, 1999.
Section 5.3. Expenses. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost
or expense.
Section 5.4. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided that no party may
assign, delegate or otherwise transfer any of its rights or obligations under
this Agreement without the consent of the other parties hereto, except that
Buyer may transfer or assign its rights and obligations to any Affiliate of
Buyer.
Section 5.5. Governing Law. This Agreement shall be construed
in accordance with and governed by the laws of the State of Delaware.
Section 5.6. Counterparts; Effectiveness. This Agreement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received counterparts hereof signed by all of the other parties hereto.
Section 5.7. Severability. If any term, provision or covenant
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions and covenants of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
Section 5.8. Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any provision of this
Agreement is not performed in accordance with the terms hereof and that the
parties shall be entitled to specific performance of the terms hereof in
addition to any other remedy to which they are entitled at law or in equity.
Section 5.9. Capitalized Terms. Capitalized terms used but not
defined herein shall have the respective meanings set forth in the Merger
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
BRAVO ACQUISITION CO.
By: /s/ Philippe Anglaret
-------------------------------------
Philippe Anglaret
Chairman of the Board and President
STOCKHOLDERS
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Class of Shares ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Stock Owned
-------- ------
Common 3,155,119
Class of Shares ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 1993
Stock Owned Irrevocable Trust
-------- ------
Common 121,654 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
Class of Shares ▇▇▇▇ ▇. ▇▇▇▇▇ 1984 Trust
Stock Owned
-------- ------
Common 19,732 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
Class of Shares ▇▇▇▇ ▇. ▇▇▇▇▇ 1984 Trust
Stock Owned
-------- ------
Common 19,732 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
Class of Shares ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 1984 Trust
Stock Owned
-------- ------
Common 19,732 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
Class of Shares ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. 1984 Trust
Stock Owned
-------- ------
Common 19,732 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
Class of Shares ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 1992 Trust
Stock Owned
-------- ------
Common 131,386 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
Class of Shares ▇▇▇▇▇ Muse Fund I Incorporated
Stock Owned
-------- ------
Common 67,451 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman of
the Board, President and Chief
Executive Officer
Class of Shares TOH Investors, L.P.
Stock Owned
-------- ------
Common 285,000 By: TOH Management Company,
LLC, its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
President
/s/ ▇▇▇▇ ▇. ▇▇▇▇
Class of Shares -----------------------------------
Stock Owned ▇▇▇▇ ▇. ▇▇▇▇
-------- ------
Common 1,721,496
Class of Shares Muse Children's GS Trust
Stock Owned
-------- ------
Common 7,298 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
By: /s/ H. ▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
H. ▇▇▇▇ ▇▇▇▇▇▇▇▇, Trustee
Class of Shares JRM Interim Investors, L.P.
Stock Owned
-------- ------
Common 285,000 By: JRM Management Company,
LLC, its General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------
▇▇▇▇ ▇. ▇▇▇▇, President
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Class of Shares ▇▇▇▇▇ ▇. ▇▇▇▇▇
Stock Owned
-------- ------
Common 38,600
Class A 960,568
Common
Stock
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Class of Shares ▇▇▇▇ ▇. ▇▇▇▇▇
Stock Owned
-------- ------
Common 971,865
Class of Shares JF Investors, L.P.
Stock Owned
-------- ------
Common 140,000 By: Oak Stream Ranch, Inc., its
General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, Chairman
of the Board
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Class of Shares ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Stock Owned
-------- ------
Common 1,050,079
Class of Shares ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 1992 Trust
Stock Owned
-------- ------
Common 52,714 By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Trustee
Class of Shares CWT Investors, L.P.
Stock Owned
-------- ------
Common 140,000 By: CWT Management Company,
LLC, its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President
