Exhibit 99.1
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
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 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. 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
control of the undersigned 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 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
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.
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4. Restrictions on Transfer. 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 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 their 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.
(a) 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 an
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 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.
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7. Effective Date; Succession; Remedies. Upon your acceptance and
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 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 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 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
meaning ascribed to such term in the Merger Agreement, unless otherwise defined
herein.
10. Specific Performance. The parties hereto agree that irreparable
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
THOMSON multimedia S.A.
By: /s/ X.X. Xxxxx
Name: X.X. Xxxxx
Its: Senior Executive
Vice President
ACCEPTED:
TV GUIDE, INC.
By: /s/ Xxxxx X. Xxxxxx III
Name: Xxxxx X. Xxxxxx III
Its: President
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Schedule 1
Beneficial Owner Ordinary Shares Owned
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THOMSON multimedia S.A. 6,453,732
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