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EXHIBIT C(3)
II ACQUISITION CORP.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
July 30, 1997
▇▇▇▇▇▇▇ Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. 20037
Dear Sirs:
This letter sets forth the intention of the parties with respect to the
purchase by ▇▇▇▇▇▇▇ Corporation ("Buyer") of substantially all the assets
principally related to, or used, held for use or intended to be used in
connection with, the operations of the Instrumentation Division (the "Division")
of Imo Industries Inc. ("Seller") (including without limitation, its
manufacturing operations and its owned real property) and the assumption by
Buyer of certain liabilities related to the Division, which will occur as soon
as practicable after the Consummation Date (as defined in the Share Purchase
Agreement between Seller and II Acquisition Corp. ("Acquisition") dated July 25,
1997).
1. PURCHASE OF ASSETS AND ASSUMPTION OF LIABILITIES. Subject to paragraph
3, ▇▇▇▇▇ agrees to purchase from Seller, and Acquisition will cause Seller to
sell to Buyer, substantially all of the Seller's right, title and interest in
the properties, assets and rights of the Seller principally relating to, or
used, held for use, or intended to be used in connection with, the operation of
the Division other than certain specifically excluded assets (the "Assets").
▇▇▇▇▇ also agrees to assume certain liabilities, obligations and commitments
arising exclusively out of the operation or conduct of the Division (the
"Liabilities").
2. PURCHASE PRICE. The purchase price for the Assets shall be $85 million,
payable to Seller in cash, plus the assumption of the Liabilities.
3. DEFINITIVE ASSET PURCHASE AGREEMENT. As promptly as practicable after
the Consummation Date Buyer and Seller shall execute a definitive Asset Purchase
Agreement, and any ancillary agreements required under the terms of
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the Asset Purchase Agreement or otherwise deemed necessary or advisable by the
parties.
4. CONDITIONS TO CLOSING. Closing under the Asset Purchase Agreement will
be subject to certain closing conditions including (a) approval by the
respective Boards of Directors of Seller and Buyer; (b) receipt by the Seller's
Board of Directors of a fairness opinion from a nationally recognized investment
bank in regard to the sale of the Division; and (c) the expiration or
termination of any applicable antitrust waiting periods.
5. CONDUCT OF BUSINESS OF DIVISION. Acquisition will use its reasonable
efforts to cause Seller to conduct the business of the Division in the ordinary
course, substantially in the manner conducted in the past.
6. EXPENSES. Each of the parties hereto will pay its own expenses incident
to this agreement, the Asset Purchase Agreement and the transactions
contemplated hereby and thereby (whether or not such transactions are
consummated), including without limitation counsel fees and any brokers and
investment banking fees.
7. CONFIDENTIALITY. Subject to the requirements of any applicable law,
pending consummation of the transactions contemplated hereby and by the Asset
Purchase Agreement, each of the parties hereto (and its affiliates) will keep in
strict confidence, and will instruct, and use its best efforts to cause, its
advisors and representatives to keep in strict confidence, all nonpublic
information and documents obtained from any other party hereto for the purposes
of furthering the transactions contemplated hereby, unless such information is
disclosed with the prior written approval of the party to which it relates. In
the event of termination of this agreement for any reason (other than the
execution and delivery of the definitive Asset Purchase Agreement), the parties
shall promptly return or destroy all nonpublic documents obtained from any other
party or any of its affiliates, advisors or representatives any copies made of
such documents.
8. INTEREST TO PROCEED; NO BINDING COMMITMENT. This letter of intent
reflects the intentions of the parties hereto to proceed with the transactions
on the terms and under the working arrangements outlined herein. Except as
stated below, it is not intended to act as a binding agreement with respect to
the transactions, and no such agreement shall exist unless and until the parties
hereto execute and deliver a definitive Asset Purchase Agreement as contemplated
herein. Notwithstanding the foregoing, the signatories hereto intend to be bound
by the provisions of paragraphs 6 and 7 herein.
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Please confirm that the foregoing correctly reflects the intentions of
Buyer by signing two copies of this letter in the space provided below and
returning one copy to us.
Very truly yours,
II ACQUISITION CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
Vice President
▇▇▇▇▇▇▇ CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President