EXHIBIT 1
October 3, 1999
TV Guide, Inc.
0000 X. Xxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000-0000
Re Agreement of Principal Stockholder Concerning Transfer and Voting
of Shares of Gemstar International Group Limited
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The undersigned understands that TV Guide, Inc., a Delaware
corporation ("TV Guide"), and Gemstar International Group Limited, a British
Virgin Islands corporation ("Gemstar"), of which the undersigned is a
stockholder, are prepared to enter into an agreement for the merger (the
"Merger") of G Acquisition Subsidiary Corp., a Delaware corporation ("Sub"),
into TV Guide, but that TV Guide has conditioned its willingness to proceed with
such agreement (the "Merger Agreement") upon its receipt from the undersigned of
assurances satisfactory to TV Guide of the undersigned's support of and
commitment to the Merger. In order to evidence such commitment and to induce TV
Guide to enter into the Merger Agreement, the undersigned hereby represents and
warrants to TV Guide and agrees with TV Guide as follows:
1. Voting. Subject to the terms of those certain account and margin
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agreements with Xxxxxxx, Sachs & Co. and Alex. Xxxxx & Sons Incorporated and
that Re-Registration Letter for 144/145 Securities issued by Xxxxxxx, Sachs &
Co. in connection with the re-registration of certain securities of Gemstar
(collectively, the "Account Agreements"), the undersigned will vote or cause to
be voted at any meeting of the stockholders of Gemstar and in any action by
consent by the stockholders of Gemstar all shares of capital stock of Gemstar
owned of record or beneficially owned or held in any capacity by the undersigned
or under the voting control of the undersigned as of the record date for such
meeting or action by consent in favor of the Merger and the issuance of the
Parent Common Stock in connection with the Merger and other transactions
provided for, in or contemplated by the Merger Agreement (including the
domestication of Gemstar from the British Virgin Islands to the State of
Delaware), and against any inconsistent proposals or transactions.
2. Ownership. As of the date hereof, Schedule 1 hereto sets forth
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the shares of Parent Common Stock owned by the undersigned of record or
beneficially, including shares issuable upon the exercise or conversion of
options or convertible securities of Gemstar (collectively, the "Shares").
3. No Ownership Interest. Except as set forth in Section 1, nothing
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contained in this Voting Agreement shall be deemed to vest in anyone other than
the undersigned any direct or indirect ownership or incidents of ownership of or
with respect to any Shares. All rights, ownership and economic benefits of and
relating to the Shares shall remain and belong to the undersigned, and no one
shall have any authority to manage, direct, restrict, regulate, govern, or
administer any of the policies or operations of Gemstar or exercise any power or
authority to direct the voting of any of the Shares as a result of this Voting
Agreement, except to the extent otherwise expressly provided herein.
4. Restriction on Transfer. Subject to the terms of the Account
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Agreements, during the period from the date of the Merger Agreement and
continuing until the earlier of (i) September 30, 2000; (ii) the termination of
the Merger Agreement pursuant to its terms; or (iii) the Effective Time (as
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defined in the Merger Agreement), the undersigned 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, unless the transferee of
the Shares agrees in writing to be bound by the terms of this Voting Agreement;
provided, however, that (x) the undersigned may, without your consent, sell up
to 15% of the Shares owned, in the aggregate, by the undersigned, and (y) the
undersigned may pledge the Shares to secure bona fide indebtedness or bona fide
monetization transactions or to secure the obligations of a person in connection
with derivative transactions and settlement obligations thereunder (including,
without limitation, puts, calls, collars, swaps, etc.) with respect to the
Shares of Common Stock, provided that the terms of such derivative transaction
permit cash settlement of a party's obligations thereunder and do not restrict
our obligations to vote the pledged Shares in accordance with Section 1 hereof.
The provisions of Section 5 of this Agreement shall not apply to Shares disposed
of under clause (x) of the preceding sentence of this Section 4.
5. Grant of Irrevocable Proxy; Appointment of Proxy.
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(a) To the extent permitted by the Account Agreements, the
undersigned hereby irrevocably grants to, and appoints, Xxxxx Xxxxxx and Xxx
Xxxxxx, in their respective capacities as officers of the TV Guide, any
individual who hereafter shall succeed to any such office of TV Guide, and each
of them individually, the undersigned's proxy and attorney-in-fact (with full
power of substitution), for and in the undersigned's name, place and stead, to
vote the Shares, or grant a consent or approval in respect of such Shares, in
accordance with our covenants in Section 1 hereof.
(b) The undersigned represents that any proxies heretofore given
in respect of the Shares are not irrevocable, and that all such proxies are
hereby revoked.
(c) The undersigned hereby affirms that the irrevocable proxy
set forth in this Section 5 is given in connection with the execution of the
Merger Agreement, and that such irrevocable proxy is given to secure the
performance of the undersigned's duties under this Agreement. The undersigned
hereby further affirms that the irrevocable proxy is coupled with an interest
and may under no circumstances be revoked. The undersigned hereby ratifies and
confirms all that such irrevocable proxy may lawfully do or cause to be done by
virtue hereof.
6. Termination. This letter agreement and the undersigned's
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obligations hereunder will terminate upon the earlier to occur of (i) the
Effective Time (as defined in the Merger Agreement); (ii) the date on which the
Merger Agreement is terminated; or (iii) September 30, 2000.
7. Effective Date; Succession; Remedies. Upon your acceptance and
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execution of the Agreement, this letter agreement shall mutually bind and
benefit you and the undersigned, any of the undersigned's 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. The undersigned agrees
that in light of the inadequacy of damages as a remedy, specific performances
shall be available to you, in addition to any other remedies you may have for
the violation of this letter agreement.
8. Nature of Holdings; Shares. All references herein to our holdings
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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.
9. Defined Terms. All capitalized terms used herein shall have the
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meaning ascribed to such terms in the Merger Agreement, unless otherwise defined
herein.
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10. Specific Performance. The parties hereto agree that irreparable
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damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or equity.
Very truly yours,
Principal Stockholder
DYNAMIC CORE HOLDINGS LIMITED
By: /s/ XXXXXX X. X. XXX
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Name: Xxxxxx X. X. Xxx
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Its:
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ACCEPTED:
TV GUIDE, INC.
By: /s/ XXXXX X. XXXXXX III
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Name: Xxxxx X. Xxxxxx III
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Title: President
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Schedule 1
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Beneficial Owner Ordinary Shares Owned
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Dynamic Core Holdings Limited....................... 20,000,000
-Schedule 1-
