EXHIBIT (c)(3)
STERLING SOFTWARE, INC.
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
July 7, 1999
Information Advantage, Inc.
0000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxx, Xxxxxxxxx 00000-0000
Attn: Xxxxx X. Xxxx, President & Chief Executive Officer
Re: Potential Acquisition Transaction
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Gentlemen:
This letter is to confirm certain agreements we have reached regarding the
potential acquisition (the "Potential Acquisition") by Sterling Software, Inc.
("Sterling Software") of Information Advantage, Inc. ("Company"). As a material
inducement to Sterling Software's continuation of negotiations with Company with
respect to the terms and conditions of the Potential Acquisition, and in
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Exclusivity Period: Upon the execution of this letter agreement and
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continuing until the earlier of (a) 5:00 p.m. Dallas time on July 22, 1999 and
(b) the execution of a definitive agreement governing the terms and conditions
of the Potential Acquisition (such period, the "Exclusivity Period"), Company
shall, and shall cause its subsidiaries and all of its or their affiliates,
officers, directors, employees, agents and representatives (including without
limitation any investment banker, financial advisor, attorney or accountant
retained by Company or any of its subsidiaries or affiliates) to, discontinue
any solicitation efforts, discussions or negotiations with respect to any
Acquisition Proposal (as hereinafter defined) with any person or entity other
than Sterling Software. During the Exclusivity Period, Company shall not, and
shall not authorize or permit any of its subsidiaries or any of its or their
affiliates, officers, directors, employees, agents or representatives (including
without limitations any investment banker, financial advisor, attorney or
accountant retained by Company or any of its subsidiaries or affiliates) to,
directly or indirectly, initiate, solicit or encourage (including by way of
furnishing information or assistance), or take any other action to facilitate,
any inquiries, any expression of interest or the making of any proposal that
constitutes, or may reasonably be expected to lead to, an Acquisition Proposal,
or enter into or maintain or continue discussions or negotiate with any person
in furtherance of such inquiries or to obtain an Acquisition Proposal or agree
to or endorse any Acquisition Proposal. For purposes of this letter agreement,
"Acquisition Proposal" means an inquiry, offer, proposal or other indication of
interest (other than the Potential Acquisition) regarding any of the following
matters involving Company: (i) any merger, consolidation, share exchange, tender
or exchange offer, recapitalization, business combination or other similar
transaction; (ii) any acquisitions of voting stock or other securities issued by
Company or any of its subsidiaries, (iii) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition of all or any substantial portion of the
assets of Company and its subsidiaries, taken as a whole, in a single
transaction or series of related transactions; or (iv) any proposal, plan or
intention to do any of the foregoing or any agreement in principle or other
agreement to engage in any of the foregoing.
C-4-1
Information Advantage, Inc.
July 7, 1999
Page 2
2. Certain Obligations Only on Definitive Agreement. No agreement
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providing for the Potential Acquisition shall be deemed to exist unless and
until definitive documentation providing therefor has been executed and
delivered by Sterling Software and Company (and/or any other appropriate party
or parties thereto). Unless and until such definitive documentation concerning a
Potential Acquisition has been executed, neither Sterling Software nor any of
our representatives will have any liability to Company with respect to a
Potential Acquisition, whether by virtue of this letter agreement or otherwise.
3. General Provisions. No failure or delay in exercising any right
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hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right. This letter agreement shall be binding on and inure to the
benefit of the parties hereto and their respective successors and assigns,
although neither party may assign any of its rights or obligations hereunder
without the prior written consent of the other party, which consent may be
withheld in the sole and absolute discretion of such other party. Money damages
would not be a sufficient remedy for any breach or violation of the terms of
this letter agreement and, accordingly, Sterling Software or Company, as the
case may be, shall be entitled to specific performance and injunctive relief as
remedies for any breach or violation, in addition to all other remedies
available at law or equity. This letter agreement may not be amended except by
virtue of a written instrument executed by both of the parties hereto. This
letter agreement shall be governed by and construed in accordance with the laws
of the State of Delaware, without giving effect to the principles of conflict of
laws thereof.
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C-4-2
Information Advantage, Inc.
July 7, 1999
Page 3
Please sign and return one copy of this letter agreement to evidence your
acceptance of and agreement to the foregoing, whereupon this letter agreement
will become the binding obligation of each of the undersigned subject to the
terms hereof.
Very truly yours,
STERLING SOFTWARE, INC.
By:/s/ Xxx X. XxXxxxxxx, Xx.
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Xxx X. XxXxxxxxx, Xx.,
Senior Vice President and General
Counsel
Accepted and agreed to as of
the date first written above:
INFORMATION ADVANTAGE, INC.
By:/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx,
President & Chief Executive Officer
C-4-3
