EXHIBIT (c)(2)
June 30, 1999
Innovex, Inc.
Innovex Acquisition Corp.
In order to induce Innovex, Inc. ("Parent") and Innovex Acquisition
Corp. ("Purchaser") to enter into an Agreement and Plan of Merger (the
"Agreement") with ADFlex Solutions, Inc. (the "Company"), Purchaser has
requested the undersigned, and the undersigned has agreed, to enter into this
letter agreement with respect to all shares of capital stock of the Company
that the undersigned beneficially owns (the "Shares"). Capitalized terms
used but not separately defined herein shall have the meanings assigned to
such terms in the Agreement.
The undersigned agrees to vote all Shares that the undersigned is
entitled to vote at the time of any vote to approve and adopt the 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 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. Unless and until
the Agreement is terminated in accordance with its terms, the undersigned
agrees that it will not vote any Shares in favor of the approval of any (i)
Company Acquisition Agreement, (ii) reorganization, recapitalization,
liquidation or winding up of the Company or any other extraordinary
transaction involving the Company, (ii) corporate action the consummation of
which would frustrate the purposes, or prevent or delay the consummation, of
the transactions contemplated by the Agreement or (iv) other matters relating
to, or in connection with any of the foregoing matters.
The undersigned hereby revokes any and all previous proxies granted with
respect to the Shares. The undersigned hereby grants a proxy appointing
Purchaser as attorney-in-fact and proxy, with full power of substitution, for
and in the undersigned's name, to vote, express, consent or dissent, or
otherwise to utilize such voting power in the manner contemplated by this
letter agreement above as Purchaser or its proxy or substitute shall, in
Purchaser's sole discretion, deem proper with respect to the shares. The
proxy granted hereby is irrevocable and is granted in consideration of
Purchaser entering into the Agreement and incurring certain related fees and
expenses. The proxy granted by the undersigned and all other rights
conferred upon the Purchaser under this letter shall be revoked upon
termination of the Agreement in accordance with its terms. The undersigned
shall use its reasonable effort to cause any record owner of Shares to grant
to Purchaser a proxy to the same effect as that contained herein; provided,
however, that the undersigned shall not be required to expend any monies in
the exercise of such efforts.
The undersigned hereby agrees to tender (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, the
undersigned 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 the Shares and (iii) all other
documents or instruments required to be delivered pursuant to the terms of
the Offer.
Very truly yours,
Havant International Holdings Limited
By: /s/ Xxxxxxx Xxxxxxx Xxxxxx
--------------------------------
Chief Executive
