CUSIP No. 000000000 SCHEDULE 13G Page 9 of 11 Pages
EXHIBIT 1
AGREEMENT TO FILE JOINT
STATEMENTS ON SCHEDULE 13G
THIS AGREEMENT is entered into as of the 9th day of January, 2003 by and
between Natinco, S.A., a company organized under the laws of Luxembourg, and
Stirling Trustees Limited, a company organized under the laws of Jersey (the
"Trustee"), as trustee of the Natinec Trust (the "Natinec Trust") under The
Natinec Settlement Trust Deed dated January 9, 2003 (the "Trust Deed").
W I T N E S S E T H
WHEREAS, Natinco and the Trustee may each be deemed to hold beneficial
ownership of more than five percent of the shares of the Common Stock of
Tekelec, a California corporation (the "Common Stock"), as of the date hereof;
WHEREAS, the Common Stock has been registered by Tekelec under Section
12(g) of the Securities Exchange Act of 1934 (the "Act");
WHEREAS, pursuant to Rule 13d-1 under the Act, any person who holds more
than five percent of such a class of registered equity securities is, under
certain circumstances, permitted and/or required to file with the Securities and
Exchange Commission a statement on Schedule 13G; and
WHEREAS, Rule 13d-1(f) under the Act provides that, whenever two or more
persons are permitted to file a statement on Schedule 13G with respect to the
same securities, only one such statement need be filed, provided such persons
agree in writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements contained herein, the parties hereby agree as follows:
Natinco and the Trustee each hereby agree, in accordance with Rule
13d-1(f) under the Act, to file jointly any and all statements and amended
statements on Schedule 13G (the "Statements") which may now or hereafter be
required to be filed by them with respect to the Common Stock beneficially owned
or deemed to be beneficially owned by each of them pursuant to Sections 13(d)
and 13(g) of the Act and the rules thereunder.
Natinco and the Trustee each hereby agree that such Statements shall be
filed jointly on behalf of each of them, and that a copy of this Agreement shall
be filed as an exhibit thereto in accordance with Rule 13d-1(f)(iii) under the
Act.
This Agreement may be executed in counterparts which together shall
constitute one agreement.
CUSIP No. 000000000 SCHEDULE 13G Page 10 of 11 Pages
IN WITNESS WHEREOF, the parties have executed this Agreement or caused
this Agreement to be signed on their behalf by their duly authorized
representatives as of the date first above written.
NATINCO, S.A.
By: /s/ Xxxx Xxxx
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Print Name: Xxxx XXXX
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Title: Director
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By: /s/ Xxxxxx Xxxxx
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Print Name: Xxxxxx XXXXX
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Title: Director
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STIRLING TRUSTEES LIMITED,
as Trustee of the Natinec Trust under The
Natinec Settlement Trust Deed dated January
9, 2003
By: /s/ Xxxx X. Xxxxxxx
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Print Name: Xxxx X. Xxxxxxx
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Title: Director
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