EXHIBIT 99.1
August 12, 2002
Delphax Technologies, Inc.
00000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
Re: Amendment to Rights Agreement
Gentlemen:
We hereby request that Delphax Technologies Inc. (the "Company") amend
its Right Agreement dated March 22, 2002 (the "Rights Agreement") so as to
permit us to acquire up to 19.9% of the Company's outstanding shares without
triggering a distribution of rights under the Rights Agreement. You have
indicated that the Board of Directors is willing to consider exempting ownership
of Company shares by us up to that level.
In order to provide information for the Board to act on that request,
we each represent and warrant that: (a) our filings on Schedule 13D with the
Securities and Exchange Commission concerning our Company common stock have been
true and correct in all material respects when filed and no new reports or
amendments thereto are required to be filed; and (b) the shares of Common Stock
which we beneficially owns or shall beneficially own are being held by us for
investment purposes only, and not with the purpose of changing or influencing
the control of the Company.
We agree with the Company that, in the event that the Rights Agreement
is amended to permit us to acquire up to 19.9% of the Company's outstanding
shares without triggering a distribution of rights under the Rights Agreement,
neither we or our affiliates or associates will in any manner, directly or
indirectly:
(a) participate in or seek, offer, propose to effect or cause (or in
any way assist any other person to seek, offer, propose to effect or cause) (i)
any tender or exchange offer, merger or other business combination involving the
Company, (ii) any recapitalization, restructuring, liquidation, dissolution or
other extraordinary transaction with respect to the Company, or (iii) any
"solicitation" of "proxies" (as such terms are used in the proxy rules of the
Securities and Exchange Commission) to vote any voting securities of the
Company; or
(b) form, join or in any way participate in a "group" (as defined under
the Exchange Act) with respect to any securities of the Company; or
(c) make, or take any action which might force the Company to make, a
public announcement regarding any of the matters set forth in (a) above; or
(d) enter into any discussions or arrangements with any third party
with respect to any of the foregoing.
We acknowledge that if the foregoing agreement takes effect because the Rights
Agreement is amended as indicated above, and we were to subsequently breach the
foregoing agreement, we would cease to be exempt from being an "Acquiring
Person" under the Rights Agreement.
In the foregoing is agreeable to you, please countersign and return to
us a copy of this letter.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
AGREED:
Delphax Technologies Inc.
/s/ Xxxxxx Xxxxxxxxx, CFO
By /s/ Xxxxxx Xxxxxxxxx
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Its CFO
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