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EXHIBIT (c)(3)
Core Industries Inc Xxxxx X. Xxxxxx
500 North Xxxxxxxx President and Chief Executive Officer
P.O. Box 2000
Bloomfield Hills, Michigan 48303-2000
(000) 000-0000 Fax (000) 000-0000
[Core Industries Logo]
June 20, 1997
United Dominion Industries Limited
2300 One First Union Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-6039
Attention: Xxxxxxx X. Xxxxxxx,
Chairman and Chief Executive Officer
Gentlemen:
This letter confirms certain understandings between United Dominion
Industries Limited ("UDI") and Core Industries Inc ("Core") regarding the
proposed merger of Core into an indirect wholly-owned subsidiary of UDI.
1. Attached to this letter, as Exhibit A, is an Agreement and Plan of
Merger, with Disclosure Schedule and Annexes (the "Merger
Agreement"), which has been negotiated by representatives of UDI
and Core.
2. UDI has completed its due diligence investigation with respect to
Core and its assets, properties, claims, liabilities and business,
and UDI is satisfied with the results of such investigation.
3. Core has scheduled a meeting of its Board of Directors for not
later than Tuesday, June 24, 1997, to consider approval of the
Merger Agreement. Management of Core will recommend that its Board
approve the Merger Agreement. UDI has scheduled a meeting of its
Board of Directors for Wednesday, June 25, 1997, to consider
approval of the Merger Agreement. Management of UDI will recommend
that its Board approve the Merger Agreement.
4. In the event that:
(i) the Board of Directors of Core does not approve the Merger
Agreement on or before June 25, 1997, or
(ii) an authorized officer of Core does not execute such
Agreement on behalf of Core and deliver such Agreement to UDI on or
before June 25, 1997, or
(iii) Core rescinds its agreement to the Merger Agreement
prior to the execution of the Merger Agreement by UDI,
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[Core Industries Logo]
then Core shall pay promptly to UDI, as liquidated damages, a fee
of $10,000,000 (the "Fee"), plus all Expenses (as defined in
Section 8.03(c) of the Merger Agreement) up to a maximum of
$3,000,000; provided, however, that this Agreement shall terminate
without liability accruing to either party if: (a) the Board of
Directors of UDI shall not have approved the Merger Agreement by
11:59 p.m. Eastern Daylight Savings Time on June 25, 1997; or
(b) an authorized officer of UDI shall not have executed such
Agreement on behalf of UDI and delivered such Agreement to Core by
11:59 p.m. Eastern Daylight Savings Time on such date. In the
event either of such conditions precedent is not satisfied, Core
shall have no obligation whatsoever to pay the Fee or Expenses.
5. For purposes of this letter agreement, the term "delivery" of the
Merger Agreement shall include transmission of an executed
signature page by telefacsimile, which the parties agree shall
evidence a party's intent to be bound by the Merger Agreement.
Please sign below to indicate UDI's agreement to the foregoing.
Very truly yours,
CORE INDUSTRIES INC
By: /s/ Xxxxx X. Xxxxxx
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Its: President and Chief Executive Officer
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Accepted and agreed to:
UNITED DOMINION INDUSTRIES LIMITED
By: /s/ Xxxxxxx X. Xxxxxx
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Its: Senior Vice President
By: /s/ Xxxxxxx X. Xxxxx
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Its: Vice President
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Date: June 20, 1997
