JOINT FILING AND SOLICITATION AGREEMENT
Exhibit
99.1
WHEREAS,
certain of the undersigned are stockholders, direct or beneficial, of DHT
Holdings, Inc., a Xxxxxxxx Islands Corporation (the “Company”);
WHEREAS,
MMI Investments, L.P., a Delaware limited partnership (“MMI Investments”), MCM
Capital Management, LLC, a Delaware limited liability company, Xxxx X.
Xxxxxxxxxx and Xxxxxx Xxxxx, wish to form a group for the purpose of seeking
representation on the Board of Directors of the Company at the 2010 annual
meeting of stockholders of the Company, or any other meeting of stockholders
held in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the “2010 Annual Meeting”) and for the purpose of taking
all other action necessary to achieve the foregoing.
NOW, IT
IS AGREED, this 15th day
of March 2010 by the parties hereto:
1. In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), each of the undersigned (collectively, the
“Group”) agrees to the joint filing on behalf of each of them of statements on
Schedule 13D, and any amendments thereto, with respect to the securities of the
Company. Each member of the Group shall be responsible for the
accuracy and completeness of his/its own disclosure therein, and is not
responsible for the accuracy and completeness of the information concerning the
other members, unless such member has actual knowledge that such information is
inaccurate. MMI Investments or its representative shall provide each
member of the Group with copies of all Schedule 13D filings and other public
filings to be filed on behalf of such member and any press release or
stockholder communication as contemplated by Section 5 in which any member of
the Group is named as soon as practicable prior to the filing or submission or
dissemination or release thereof.
2. So
long as this agreement is in effect, each of the undersigned shall provide
written notice to Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP (“Xxxxxx”)
of (i) any of their purchases or sales of securities of the Company; or (ii) any
securities of the Company over which they acquire or dispose of beneficial
ownership. Notice shall be given no later than 24 hours after each
such transaction.
3. Each
of the undersigned agrees to form the Group for the purpose of (i) soliciting
proxies or written consents for the election of the person nominated by the
Group to the Board of Directors of the Company at the 2010 Annual Meeting, (ii)
taking such other actions as the parties deem advisable, and (iii) taking all
other action necessary or advisable to achieve the
foregoing.
4. MMI
Investments shall have the right to pre-approve all expenses incurred in
connection with the Group’s activities and agrees to pay directly all such
pre-approved expenses.
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5. Each
of the undersigned agrees that any SEC filing, press release or stockholder
communication proposed to be made or issued by the Group or any member of the
Group in connection with the Group’s activities set forth in Section 3 shall be
first approved by MMI Investments, or its representatives, which approval shall
not be unreasonably withheld.
6. The
relationship of the parties hereto shall be limited to carrying on the business
of the Group in accordance with the terms of this Agreement. Such
relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described herein. Nothing
herein shall be construed to authorize any party to act as an agent for any
other party, or to create a joint venture or partnership, or to constitute an
indemnification. Nothing herein shall restrict any party’s right to
purchase or sell securities of the Company, as he/it deems appropriate, in
his/its sole discretion, provided that all such sales are made in compliance
with all applicable securities laws.
7. This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute but one and the same
instrument, which may be sufficiently evidenced by one counterpart.
8. In
the event of any dispute arising out of the provisions of this Agreement or
their investment in the Company, the parties hereto consent and submit to the
exclusive jurisdiction of the Federal and State Courts in the State of New
York.
9. Any
party hereto may terminate his/its obligations under this Agreement on 24 hours’
written notice to all other parties, with a copy by fax to Xxxxxx Xxxxxxx at
Xxxxxx, Fax No. (000) 000-0000.
10. Each
party acknowledges that Xxxxxx shall act as counsel for both the Group and MMI
Investments and its affiliates relating to their investment in the
Company.
11. Each
of the undersigned parties hereby agrees that this Agreement shall be filed as
an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the
Exchange Act.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first above written.
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By:
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MCM
Capital Management, LLC
General
Partner
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By:
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/s/ XXXXXX X. XXXXX | |
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Xxxxxx
X. Xxxxx
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Executive
Vice President
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MCM
CAPITAL MANAGEMENT, LLC
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By:
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/s/ XXXXXX X. XXXXX | |
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Xxxxxx
X. Xxxxx
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Executive
Vice President
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| /s/ XXXX X. XXXXXXXXXX | |
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Xxxx
X. Xxxxxxxxxx
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| /s/ XXXXXX XXXXX | |
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Xxxxxx
Xxxxx
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