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Exhibit (c)(4)
SHAREHOLDER TENDER AND VOTING AGREEMENT
AGREEMENT dated as of June 23, 1999 among COMP Acquisition Co., a
California corporation ("Buyer"), and the holders (the "Shareholders") of the
shares of Common Stock, no par value (the "Shares"), of Data Processing
Resources Corporation, a California corporation (the "Company"), listed on the
signature pages hereof.
In order to induce Buyer and Compuware Corporation, a Michigan
corporation ("Parent") and the owner of 100% of the outstanding capital stock of
Buyer, to enter into an Agreement and Plan of Merger with the Company (the
"Merger Agreement"), Buyer has requested the Shareholders, and the Shareholders
have agreed, to enter into this Agreement. Capitalized terms used and not
defined herein have the meanings given in the Merger Agreement.
The parties hereto agree as follows:
ARTICLE I
TENDER OFFER AND MERGER
SECTION 1.1. Tender of Shares. (a) Each Shareholder hereby agrees,
pursuant to the terms and subject to the conditions set forth herein, to tender
in the Offer all Shares currently owned by such Shareholder as set forth on the
signature pages hereto and any additional Shares acquired by such Shareholder
(whether by purchase or otherwise) after the date of this Agreement (such
"Shareholder's Shares" and, collectively, the "Shareholder Shares").
(b) Within five business days of the commencement of the Offer and
within one business day of any acquisition by each Shareholder of any additional
Shares, each Shareholder shall deliver to the depositary (the "Depositary")
designated in the Offer (i) a letter of transmittal with respect to such
Shareholder's Shares complying with the terms of the Offer together with
instructions directing the Depositary to make payment for such Shares directly
to the Shareholder, (ii) a certificate or certificates representing such
Shareholder's Shares and (iii) all other documents or instruments required to be
delivered pursuant to the terms of the Offer (such documents in clauses (i)
through (iii) collectively being hereinafter referred to as the "Tender
Documents").
(c) Unless and until the Merger Agreement shall have been terminated
pursuant to its terms, no Shareholder shall, subject to applicable law, withdraw
any tender effected in accordance with Section 1.1(b).
SECTION 1.2. Voting of Shares. If the Offer, and Shareholder's tender
pursuant thereto, is not consummated, and the approval by the Company's
shareholders of the Merger Agreement and the Merger is sought, until termination
of the Merger Agreement, at every meeting of the shareholders of Company called
with respect to any of the following, and at every adjournment thereof, and on
every action or approval by written consent of the shareholders of Company with
respect to any of the following, each Shareholder shall cause all Shares owned
of record or beneficially (over which beneficially-owned Shares Shareholder
exercises voting power)
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to be voted (i) in favor of adoption and approval of the Merger Agreement and
approval of the Merger and (ii) against approval of (a) any proposal made in
opposition to or in competition with consummation of the Merger, (b) any merger,
consolidation, sale of assets, reorganization or recapitalization with any party
other than Parent or its affiliates or (c) any liquidation or winding up of
Company.
SECTION 1.3. No Transfer. Until the earlier of the termination of this
Agreement or the record date for the meeting at which shareholders of Company
are asked to vote upon adoption and approval of the Merger Agreement and
approval of the Merger, except pursuant to Shareholder's tender in the Offer, or
as may be required by the foreclosure on any encumbrance secured by such
Shareholder's Shares as of the date hereof or court order, each Shareholder
agrees not to sell, pledge, encumber, transfer, dispose of, or grant an option
with respect to, any of such Shareholder's Shares.
SECTION 1.4. No Option Exercise. During the period commencing with the
consummation of the Offer and ending at the Effective Time of the Merger, each
Shareholder agrees not to exercise any stock option issued by the Company, or
any other security exercisable for, or convertible into, Shares or other capital
stock of the Company.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF THE SHAREHOLDERS
Each of the Shareholders severally represents and warrants to Buyer
that:
SECTION 2.1. Valid Title. Such Shareholder is the sole, true, lawful and
beneficial owner of such Shareholder's Shares with no restrictions on such
Shareholder's rights of disposition pertaining thereto.
SECTION 2.2. Authority; Noncontravention. Such Shareholder has the
requisite power and authority to enter into this Agreement and to consummate the
transaction contemplated by this Agreement. The execution and delivery of this
Agreement by such Shareholder and the consummation by such Shareholder of the
transactions contemplated by this Agreement have been duly authorized by all
necessary action (including any consultation, approval or other action by or
with any other person). This Agreement has been duly executed and delivered by
such Shareholder and constitutes a valid and binding obligation of such
Shareholder, enforceable against such Shareholder in accordance with its terms.
The execution and delivery of this Agreement does not, and the consummation of
the transactions contemplated by this Agreement and compliance with the
provisions of this Agreement will not, conflict with, or result in any violation
of, or default (with or without notice or lapse of time, or both) under, or give
rise to a right of termination, cancellation or acceleration of any obligation
or to loss of a material benefit under, or result in the creation of any lien
upon any of the properties or assets of such Shareholder under, any provision of
applicable law or regulation or of any agreement, judgment, injunction, order,
decree, or other instrument binding on such Shareholder or result in the
imposition of any lien on any asset of such Shareholder. No consent, approval,
order or authorization of, or
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registration, declaration or filing with or exemption by any Federal, state or
local government or any court, administrative or regulatory agency or commission
or other governmental authority or agency, domestic or foreign, is required by
or with respect to such Shareholder in connection with the execution and
delivery of this Agreement by such Shareholder or the consummation by such
Shareholder of the transactions contemplated by this Agreement, except for
applicable requirements, if any, of Sections 13 and 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder. If
this Agreement is being executed in a representative or fiduciary capacity, the
person signing this Agreement has full power and authority to enter into and
perform such Agreement.
SECTION 2.3. Total Shares. The number of Shares set forth on the
signature pages hereto are the only Shares beneficially owned by such
Shareholder and, except as set forth on such signature pages, the beneficial
owner or owners of such Shareholder's Shares owns or own no options to purchase
or rights to subscribe for or otherwise acquire any securities of the Company
and has or have no other interest in or voting rights with respect to any
securities of the Company.
SECTION 2.4. No Brokers. No investment banker, broker or finder is
entitled to a commission or fee from Buyer or the Company in respect of this
Agreement based upon any arrangement or agreement made by or on behalf of such
Shareholder.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF BUYER
Buyer represents and warrants to each of the Shareholders that:
SECTION 3.1. Corporate Power and Authority. Buyer has all requisite
corporate power and authority to enter into this Agreement and to consummate the
transactions contemplated by this Agreement. The execution and delivery of this
Agreement and the consummation of the transactions contemplated by this
Agreement have been duly authorized by all necessary corporate action on the
part of Buyer. This Agreement has been duly executed and delivered by Buyer and
constitutes a valid and binding obligation of Buyer, enforceable against it in
accordance with its terms.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1. Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
SECTION 4.2. Conduct of Shareholders. Such Shareholder will not (a)
take, agree or commit to take any action that would make any representation and
warranty of such Shareholder hereunder inaccurate in any respect as of any time
prior to the termination of this Agreement or (b) omit, or agree or commit to
omit, to take any action necessary to prevent any such representation or
warranty from being inaccurate in any respect at any such time.
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SECTION 4.3. Specific Performance. The parties hereto agree that Buyer
may be irreparably damaged if for any reason any Shareholder failed to tender in
the Offer, and to not withdraw, such Shareholder's Shares in accordance with the
terms of this Agreement or to perform any of its other obligations under this
Agreement, and that Buyer would not have an adequate remedy at law for money
damages in such event. Accordingly, Buyer shall be entitled to specific
performance and injunctive and other equitable relief to enforce the performance
of this Agreement by each Shareholder. This provision is without prejudice to
any other rights that Buyer may have against any Shareholder for any failure to
perform its obligations under this Agreement.
SECTION 4.4. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed given if
delivered personally or sent by overnight courier (providing proof of delivery)
or by telecopy (with copies by overnight courier) to such party at its address
set forth on the signature page hereto or to such other address as such party
may have furnished to the other parties in writing in accordance herewith.
SECTION 4.5. Amendments; Termination. This Agreement may not be
modified, amended, altered or supplemented, except upon the execution and
delivery of a written agreement executed by the parties hereto. This Agreement
may be terminated by any of the parties hereto upon written notice to the other
parties hereto on or after the earlier of (a) the date that Shares are accepted
for payment in the Offer and (b) the date that the Merger Agreement terminates
in accordance with its terms.
SECTION 4.6. Successors and Assigns. The provision of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, provided that Buyer may assign its rights and
obligations to any affiliate of Buyer and provided, further, that no Shareholder
may assign, delegate or otherwise transfer any of its rights or obligations
under this Agreement without the prior written consent of Buyer.
SECTION 4.7. Governing Law. This Agreement shall be construed in
accordance with and governed by the law of California without giving effect to
the principles of conflicts of laws thereof.
SECTION 4.8. 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.
REST OF PAGE INTENTIONALLY LEFT BLANK
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The parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.
COMP ACQUISITION CO.
By: /s/ Xxxxxx Xxxxxxxx, Jr.
------------------------------------
Title: Vice President
c/o Compuware Corporation
00000 Xxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
Attention: General Counsel
Facsimile: 000-000-0000
Shares Owned SHAREHOLDERS:
2,034,150 /s/ Xxxx Xxxxx Xxxxxx
------------------------------------
Xxxx Xxxxx Xxxxxx
c/o Data Processing Resources
Corporation
00000 Xxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
90,000 /s/ Xxxxx X. Xxxxxxx
------------------------------------
Xxxxx X. Xxxxxxx
c/o Data Processing Resources
Corporation
00000 Xxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
342 /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx
c/o Data Processing Resources
Corporation
00000 Xxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
4,000 /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx
c/o Data Processing Resources
Corporation
00000 Xxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
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12.77 /s/ Xxxxx X. Xxxxx
------------------------------------
Xxxxx X. Xxxxx
c/o Data Processing Resources
Corporation
00000 Xxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
0 /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx
c/o Data Processing Resources
Corporation
00000 Xxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
1,214 /s/ Xxxxxx Xxxxxxx
------------------------------------
Xxxxxx Xxxxxxx
c/o Data Processing Resources
Corporation
00000 Xxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
0 /s/ Xxxxxxx Xxxxx
------------------------------------
Xxxxxxx Xxxxx
c/o Data Processing Resources
Corporation
00000 Xxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
12,016 /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxxx X. Xxxxxx
c/o Data Processing Resources
Corporation
00000 Xxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
[SIGNATURE PAGE TO SHAREHOLDER TENDER AND VOTING AGREEMENT]
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162,972 /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxxx
c/o Systems & Programming
Consultants
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
709,576 /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxx
c/o Systems & Programming
Consultants
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
100,000 /s/ J. Xxxxxxxxxxx Xxxxx
------------------------------------
J. Xxxxxxxxxxx Xxxxx
c/o Xxxxxxx, Xxxxx and Xxxxx
000 X. Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
74,800 /s/ Xxxxxxx X. Xxxxx
------------------------------------
Xxxxxxx X. Xxxxx
c/o Xxxxxxx, Xxxxx and Xxxxx
000 X. Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
900,000* /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxx*
000 Xxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
* The representations, warranties and covenants made by Xx. Xxxxxxx in
this Agreement are limited to 700,000 Shares currently owned by Xx. Xxxxxxx, and
do not include or extend to an additional 200,000 Shares currently owned by Xx.
Xxxxxxx. Xx. Xxxxxxx'x obligation under Section 1.1(b) of this Agreement to
deliver Tender Documents with respect to such 700,000 Shares shall be satisfied
if such Tender Documents are delivered to the Depositary no later than two
business days prior to the initial expiration date of the Offer.
[SIGNATURE PAGE TO SHAREHOLDER TENDER AND VOTING AGREEMENT]
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