EXHIBIT 99(c)(2)
TENDER AGREEMENT AND IRREVOCABLE PROXY
TENDER AGREEMENT AND IRREVOCABLE PROXY ("Agreement") dated as of April 7,
1998 among HUNTSMAN PACKAGING CORPORATION, a Utah corporation ("Parent"), VA
ACQUISITION CORPORATION, a Delaware corporation (the "Purchaser"), and the
persons listed on SCHEDULE 1 hereto (each a "Stockholder", and, collectively,
the "Stockholders").
WHEREAS, Parent, the Purchaser and Blessings Corporation, a Delaware
corporation (the "Company"), propose to enter into an Agreement and Plan of
Merger of even date herewith (the "Merger Agreement") providing for the making
of a cash tender offer (the "Offer") by the Purchaser for shares of Common
Stock, par value $0.71 per share, of the Company (the "Company Common Stock"),
and the merger of the Company with and into the Purchaser (the "Merger");
WHEREAS, the Stockholders own in the aggregate 5,925,072 shares (as such
shares may be adjusted by conversion, dividend, stock split, recapitalization,
exchange, merger or similar transaction, the "Shares") of Company Common Stock;
and
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and the Purchaser have requested that the Stockholders agree
to tender the shares, as set forth herein;
NOW, THEREFORE, to induce Parent and the Purchaser to enter into, and in
consideration of their entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements herein
contained, the parties agree as follows:
1. TENDER OF SHARES. (a) Each Stockholder hereby agrees to validly
tender and sell, (and not withdraw), pursuant to and in accordance with the
terms of the Offer, (i) not later than the seventh day after the commencement of
the Offer pursuant to Section 1.1(a) of the Merger Agreement, the number of
Shares set forth opposite such Stockholder's name on Schedule I hereto (the
"Existing Shares"), and (ii) any shares of Company Common Stock acquired by such
Stockholder after the date hereof and prior to the termination of this Agreement
whether upon the exercise of options, warrants or rights, the conversion or
exchange of convertible or exchangeable securities, or by means of purchase,
dividend, distribution or otherwise (each Stockholder shall promptly provide
written notice to the Purchaser upon consummation of any such acquisition, and
the term "Shares" shall include such shares), provided that the price per Share
pursuant to the Offer shall be no less than the Per Share Price, as that term is
defined in the Merger Agreement. Each Stockholder hereby acknowledges and
agrees that Parent's and the Purchaser's obligation to accept for payment and
pay for shares of Company Common Stock in the Offer, including the Shares owned
by such Stockholder, is subject to the terms and conditions of the Offer.
(b) Each Stockholder hereby agrees to permit Parent, the Purchaser and the
Company to publish and disclose in the documents relating to the Offer and the
Merger (including all documents, schedules and proxy statements filed with the
Securities and Exchange Commission) its, his or her identity and ownership of
Shares and the nature of its, his or her commitments, arrangements and
understandings under this Agreement.
2. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. Each of the
Stockholders, with respect to itself only, hereby severally represents and
warrants to Parent and the Purchaser as follows:
(a) AUTHORITY. Each such Stockholder has all requisite power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by such
Stockholder and the consummation by such Stockholder of the transactions
contemplated hereby have been duly authorized by all necessary action on
the part of such Stockholder. This Agreement has been duly executed and
delivered by such Stockholder and constitutes a valid and binding
obligation of such Stockholder, enforceable in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, and other
similar laws affecting the enforcement of creditors' right generally and
except that the availability of equitable remedies, including specific
performance, is subject to the discretion of the court before which any
proceeding therefor may be brought. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated
hereby and compliance with the terms hereof will not, conflict with, or
result in any violation of, or default (with or without notice or lapse of
time or both) under any provision of any trust agreement, loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement,
instrument, permit, concession, franchise, license, judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to such
Stockholder or to such Stockholder's property or assets. No consent,
approval, order or authorization of, or registration, declaration or filing
with, any court, administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign, is required by or with
respect to such Stockholder in connection with the execution and delivery
of this Agreement or the consummation by such Stockholder of the
transactions contemplated hereby.
(b) THE SHARES. Such Stockholder has, and the transfer by such
Stockholder of its, his or her Shares hereunder will pass to the Purchaser,
good and marketable title to the number of Existing Shares set forth
opposite such Stockholder's name in SCHEDULE I hereto, free and clear of
any claims, liens, encumbrances and security interests whatsoever. Such
Stockholder owns of record no shares of Company Common Stock other than the
Existing Shares. Except pursuant to this Agreement, the Existing Shares
are not subject to any voting trust agreement or other contract, agreement,
arrangement, commitment or understanding
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restricting or otherwise relating to the voting, dividend rights or
disposition of the Existing Shares. Such Stockholder has sole power with
respect to the matters set forth in this Agreement with respect to all of
the Existing Shares set forth opposite such Stockholder's name on Schedule
I hereto, with no limitations, qualifications or restrictions on such
rights, subject to applicable securities laws and the terms of this
Agreement.
3. REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER. Parent
and the Purchaser hereby represent and warrant to each Stockholder as follows:
AUTHORITY. Each of Parent and the Purchaser has all requisite
corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution and
delivery of this Agreement by Parent and the Purchaser and the consummation
by Parent and the Purchaser of the transactions contemplated hereby have
been duly authorized by all necessary corporate action on the part of
Parent and the Purchaser. This Agreement has been duly executed and
delivered by Parent and the Purchaser and constitutes a valid and binding
obligation of Parent and the Purchaser enforceable in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency or
other similar laws affecting the enforcement of creditors' rights generally
and except that the availability of equitable remedies, including specific
performance, is subject to the discretion of the court before which any
proceeding therefor may be brought. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated
hereby and thereby and compliance with the terms hereof will not, conflict
with, or result in any violation of, or default (with or without notice or
lapse of time or both) under any provision of any trust agreement, loan or
credit agreement, note, bond, mortgage, indenture, lease or other
agreement, instrument, permit, concession, franchise, license, judgment,
order, decree, statute, law, ordinance, rule or regulation applicable to
the Parent or Purchaser or to the property or assets of the Parent or
Purchaser. No consent, approval, order or authorization of, or
registration, declaration or filing with, any court, administrative agency
or commission or other governmental authority or instrumentality, domestic
or foreign, is required by or with respect to the Parent or Purchaser in
connection with the execution and delivery of this Agreement or, except as
set forth in the Merger Agreement, the consummation by the Parent or
Purchaser of the transactions contemplated hereby.
4. COVENANTS OF THE STOCKHOLDERS.
(a) Each Stockholder severally agrees not to:
(i) sell, transfer, pledge, assign or otherwise dispose of, or
enter into any contract, option or other arrangement with respect to
the sale, transfer, pledge, assignment or other disposition of, any of
the Shares to any person other than the Purchaser or the Purchaser's
designee; provided, however, that (x) a Stockholder may transfer its
Shares to a charitable organization, provided that such charitable
organization agrees to be bound by the terms and provisions of this
Agreement
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applicable to such Stockholder and (y) the Xxxxxxxxxx-Xxxxxx Manufacturing
Company ("Xxxxxxxxxx-Xxxxxx") may transfer its Shares to a wholly-owned
subsidiary of Xxxxxxxxxx-Xxxxxx, provided that such subsidiary agrees to be
bound by the terms and provisions of this Agreement applicable to
Xxxxxxxxxx-Xxxxxx and, provided, further, in the case of clauses (x) and
(y) above the transferring Stockholder shall continue to be bound by the
terms and provisions of this Agreement;
(ii) deposit any Shares into a voting trust or grant a proxy or
enter into a voting agreement with respect to any Shares except as
provided in this Agreement; or
(iii) solicit, facilitate, initiate, encourage or take any
other action to facilitate (including by way of furnishing
information) any Acquisition Proposal (as defined in the Merger
Agreement), the acquisition of any shares of Company Common Stock or
the acquisition of all or substantially all the assets of the Company
by any person other than Parent or the Purchaser, except in connection
with any actions permitted under Section 5.2 of the Merger Agreement.
(b) Each Stockholder agrees to notify the Purchaser promptly and to
provide all details requested by the Purchaser if such Stockholder shall be
approached or solicited, directly or indirectly, by any person with respect
to any matter described in Section 4(a)(iii).
(c) Each Stockholder agrees that at any annual or special meeting of
the stockholders of the Company and in any action by written consent of the
stockholders of the Company, such Stockholder will (i) vote the Shares in
favor of the Merger and the Merger Agreement and (ii) vote the Shares
against any action or agreement which could result in a breach of any
representation, warranty or covenant of the Company in the Merger Agreement
or which could otherwise impede, delay, prevent, interfere with or
discourage the Offer or the Merger including, without limitation, any
Acquisition Proposal.
5. IRREVOCABLE PROXY. Each Stockholder hereby irrevocably appoints the
Purchaser as the attorney and proxy of such Stockholder, with full power of
substitution, to vote, and otherwise act (by written consent or otherwise) with
respect to all Shares that such Stockholder is entitled to vote at any meeting
of stockholders of the Company (whether annual or special and whether or not an
adjourned or postponed meeting) or consent in lieu of any such meeting or
otherwise, to vote such Shares as set forth in Section 4(c) hereof; PROVIDED,
that in any such vote or other action pursuant to such proxy, the Purchaser
shall not have the right (and such proxy shall not confer the right) to vote to
reduce the Per Share Price or the Merger Consideration (as defined in the Merger
Agreement) or to otherwise modify or amend the Merger Agreement to reduce the
rights or benefits of the Company or any stockholders of the Company (including
the Stockholders) under the Offer or the Merger Agreement or to reduce the
obligations of Purchaser thereunder; and PROVIDED FURTHER, that this proxy shall
irrevocably cease to be in effect at any time that (x) the Offer shall have
expired or terminated without any shares of Company Common Stock being purchased
thereunder in
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violation of the terms of the Offer, (y) the Purchaser shall be in violation of
the terms of this Agreement or (z) the Merger Agreement shall have been
terminated in accordance with its terms. THIS PROXY AND POWER OF ATTORNEY IS
IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokes,
effective upon the execution and delivery of the Merger Agreement by the parties
thereto all other proxies and powers of attorney with respect to the Shares that
such Stockholder may have heretofore appointed or granted, and no subsequent
proxy or power of attorney (except in furtherance of such Stockholder's
obligations under Section 4(c) hereof) shall be given or written consent
executed (and if given or executed, shall not be effective) by such Stockholder
with respect thereto so long as this Agreement remains in effect. Each
Stockholder shall forward to the Purchaser any proxy cards that such Stockholder
receives with respect to the Offer or the Merger Agreement.
6. NO BROKERS. Each of the Stockholders, Parent and the Purchaser
represents, as to itself and its affiliates, that no agent, broker, investment
banker or other firm or person is or will be entitled to any broker's or
finder's fees or any other commission or similar fee in connection with any of
the transactions contemplated by this Agreement and respectively agrees to
indemnify and hold the others harmless from and against any and all claims,
liabilities or obligations with respect to any such fees, commissions or
expenses asserted by any person on the basis of any act or statement alleged to
have occurred or been made by such party or its affiliates.
7. SURVIVAL OF REPRESENTATIONS. All representations, warranties and
agreements made by the parties to this Agreement shall survive the purchase of
Shares pursuant to the Offer notwithstanding any investigation at any time made
by or on behalf of any party hereto.
8. FURTHER ASSURANCES. If the Purchaser purchases Shares pursuant to the
Offer, each Stockholder will execute and deliver, or cause to be executed and
delivered, such additional or further transfers, assignments, endorsements,
consents and other instruments as the Purchaser may reasonably request for the
purpose of effectively carrying out the transactions contemplated by this
Agreement, including the transfer of the Shares to the Purchaser and the release
of any and all claims, liens, encumbrances and security interests with respect
thereto.
9. ASSIGNMENT. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any of the parties without the
prior written consent of the other parties, except that (i) the Purchaser may
assign, in its sole discretion, any or all of its rights, interests and
obligations hereunder to Parent or to any direct or indirect wholly-owned
subsidiary of Parent and (ii) a stockholder may assign its rights, interests and
obligations to the extent permitted by Section 4(a)(i) in connection with a
transfer of Shares permitted by Section 4(a)(i). This Agreement will be binding
upon, inure to the benefit of and be enforceable by the parties and their
respective successors and permitted assigns.
10. GUARANTEE OF PERFORMANCE. Parent hereby guarantees the payment and
performance by the Purchaser of its obligations under this Agreement.
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11. GENERAL PROVISIONS.
(a) SPECIFIC PERFORMANCE. The parties hereto acknowledge that
damages would be an inadequate remedy for any breach of the provisions of
this Agreement and agree that the obligations of the parties hereunder
shall be specifically enforceable.
(b) EXPENSES. All costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such expense.
(c) AMENDMENTS. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto to which such
amendment applies.
(d) NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or by
reputable overnight courier or mailed by registered or certified mail
(return receipt requested) or sent by confirmed telecopy to the parties at
the following addresses (or at such other address for a party as shall be
specified by like notice):
(i) if to Parent or the Purchaser, to
Huntsman Packaging Corporation
000 Xxxxxxxx Xxx
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Telecopier No.: 801/584-5783
with a copy to:
Winston & Xxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. XxxXxxxxx
Telecopier No.: 312/558-5700
(ii) if to the Stockholders, to the addresses set forth opposite
their names on SCHEDULE 1 hereto.
(e) INTERPRETATION. When a reference is made in this Agreement to
Sections or Exhibits, such reference shall be to a Section or Exhibit to
this Agreement unless otherwise indicated. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. Wherever the words
"include", "includes" or "including" are used in this Agreement, they shall
be deemed to be followed by the words "without limitation".
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(f) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counterparts have been
signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
(g) ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This Agreement
(including the documents and instruments referred to herein) (i)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to
the subject matter hereof and (ii) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.
(h) GOVERNING LAW; JURISDICTION
(i) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to the
principles of conflicts of law thereof.
(ii) In addition, each of the parties hereto (A) consents to
submit itself to the personal jurisdiction of any federal court located in
the State of Delaware or any Delaware state court in the event any dispute
arises out of this Agreement or any of the transactions contemplated
hereby, and consents to service of process by notice as provided in this
Agreement, (B) agrees that it will not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such
court and (C) agrees that it will not bring any action relating to this
Agreement or any of the transactions contemplated hereby in any court other
than a federal or state court sitting in the State of Delaware.
(i) TERMINATION. The obligations of the parties hereunder shall
terminate upon the termination of the Merger Agreement in accordance with
its terms.
(j) WAIVER OF APPRAISAL RIGHTS. To the extent applicable, each
Stockholder hereby waives any rights of appraisal or rights to dissent from
the Merger that such Stockholder may have on the terms set forth in the
Merger Agreement as in effect on the date hereof with such changes which do
not adversely affect such Stockholder.
[signature page follows]
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IN WITNESS WHEREOF, Parent, the Purchaser and the Stockholders have signed
or caused their respective officers thereunto duly authorized, to sign this
Agreement, all as of the date first written above.
HUNTSMAN PACKAGING CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
VA ACQUISITION CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
XXXXXXXXXX-XXXXXX MANUFACTURING
COMPANY
By /s/ Xxxxxx X. Xxxxxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Chairman President and CEO
/s/ Xxxxxxx Xxxxxxxx
---------------------------------------------
Xxxxxxx Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxxx
---------------------------------------------
Xxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
---------------------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxx
---------------------------------------------
Xxxxx X. Xxxx
/s/ Xxxx X. XxXxxxxx
---------------------------------------------
Xxxx X. XxXxxxxx
/s/ Xxxxxx X. Xxxxxx
---------------------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------------
Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxx X. Xxxxx
---------------------------------------------
Xxxxxx X. Xxxxx
SCHEDULE I
STOCKHOLDER SHARES
------------- ---------
Xxxxxxxxxx-Xxxxxx Manufacturing Company 5,496,096
000 Xxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Xxxxxxx Xxxxxxxx 79,238
c/o Blessings Corporation
000 Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxx 00000
Xxxxxxx X. Xxxxxxx 10,000
c/o Blessings Corporation
000 Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxx 00000
Xxxxx X. Xxxxxxxx 13,147
c/o Blessings Corporation
000 Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxx 00000
Xxxxxx X. Xxxxxxx 12,134
c/o Blessings Corporation
000 Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxx 00000
Xxxxx X. Xxxx 69,490
c/o Blessings Corporation
000 Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxx 00000
Xxxx X. XxXxxxxx 24,542
c/o Blessings Corporation
000 Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxx 00000
Xxxxxx X. Xxxxxx 87,812
c/o Blessings Corporation
000 Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxx 00000
STOCKHOLDER SHARES
----------- --------
Xxxxxx X. Xxxxxxxxx 120,613
c/o Blessings Corporation
000 Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxx 00000
Xxxxxx X. Xxxxx 12,000
c/o Blessings Corporation
000 Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxx 00000
-----------
Total 5,925,072
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