Exhibit 99.1
December 23, 1996
Gemstar International Group Limited
000 Xxxxx Xxx Xxxxxx Xxxxxx - Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Re: Agreement of Principal Shareholders Concerning
Transfer and Voting of Shares of StarSight
Telecast, Inc.
We understand that Gemstar International Group Limited, a British Virgin
Island corporation ("Gemstar"), and StarSight Telecast, Inc., a California
corporation (the "Company"), of which the undersigned are principal
shareholders, are prepared to enter into an agreement for the merger (the
"Merger") of G/S Acquisition Subsidiary, a California corporation ("Sub"), into
the Company, but that Gemstar has conditioned its willingness to proceed with
such agreement (the "Merger Agreement") upon Gemstar's receipt from us of
assurances satisfactory to Gemstar of our support of and commitment to the
Merger. We are familiar with the Merger Agreement and the terms and conditions
of the Merger. In order to evidence such commitment and to induce Gemstar to
enter into the Merger Agreement, we hereby represent and warrant to Gemstar and
agree with Gemstar as follows:
1. Voting. We will vote or cause to be voted all shares of capital stock of
the Company owned of record or beneficially owned or held in any capacity by any
of us or under any of our control in favor of the Merger and other transactions
provided for in or contemplated by the Merger Agreement and against any
inconsistent proposals or transactions.
2. Ownership. As of the date hereof, our only ownership of, or interest in,
equity securities or convertible debt securities of the Company consists solely
of the interests described in Schedule I hereto (collectively, the "Shares').
3. Restriction on Transfer. During the period from the date of this Merger
Agreement and continuing until the earlier of the termination of the Merger
Agreement pursuant to its terms or the effective time of the Merger, we will not
sell, transfer, pledge or otherwise dispose of any of the Shares or any interest
therein or agree to sell, transfer, pledge or otherwise dispose of any of the
Shares or any interest therein, without your express written consent. In
addition, we hereby agree to execute and deliver to you the affiliate letters
contemplated by Section 5.10 of the Merger Agreement in the form of Exhibit
5.10A to the Merger Agreement.
4. Termination. This letter agreement and our obligations hereunder will
terminate on June 30, 1997 unless the Merger Agreement is extended in accordance
Page 16 of 18
with its terms, in which event this letter agreement and our obligations will
terminate on such extended date. Notwithstanding the foregoing, if the Merger
Agreement were to be terminated earlier in accordance with its terms, this
letter agreement and our obligations hereunder will also terminate concurrently
with the termination of the Merger Agreement.
5. Effective Date; Succession; Remedies. Upon your acceptance and execution
of the Agreement, this letter agreement shall mutually bind and benefit you and
us, any of our heirs, successors and assigns and any of your successors. You
will not assign the benefit of this letter agreement other than to a wholly
owned subsidiary. We agree that in light of the inadequacy of damages as a
remedy, specific performance shall be available to you, in addition to any other
remedies you may have for the violation of this letter agreement.
6. Nature of Holdings; Shares. All references herein to our holdings of the
Shares shall be deemed to include Shares held or controlled by any of us,
individually, jointly (as community property or otherwise), or in any other
capacity, and shall extend to any securities issued to any of us in respect of
the Shares.
Very truly yours,
Principal Shareholders
PVI TRANSMISSION INC.
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
THOMSON MULTIMEDIA S.A.
By: /s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title:
XXX COMMUNICATIONS, INC.
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
Title:
Page 17 of 18
VIRGIN INTERACTIVE ENTERTAINMENT, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
TRIBUNE COMPANY
By: /s/ Xxx Xxxxx
--------------------------------
Name: Xxx Xxxxx
Title:
PROVIDENCE JOURNAL COMPANY
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
ACCEPTED:
GEMSTAR INTERNATIONAL GROUP LIMITED
By: /s/ Xxxxx Xxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxx
Title: Secretary
Page 18 of 18
SCHEDULE 1
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Shares of
Beneficial Owner Common Stock Owned
PVI Transmission Inc. 4,475,814
THOMSON multimedia S.A. 3,333,333
Xxx Communications, Inc. 2,166,647
Virgin Interactive Entertainment, Inc. 1,124,176
Tribune Company 1,122,518
Providence Journal Company 791,897
