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EXHIBIT 1
LETTER AGREEMENT
September 24, 2001
The Directors
Cedara Software Corporation
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Ladies and Gentlemen:
Analogic Corporation ("Analogic") hereby confirms the terms of its firm offer to
invest US$7.5 million in and provide certain additional consideration to Cedara
Software Corporation ("Cedara"). The complete terms of Analogic's offer are as
follows:
(A) Analogic will make an equity investment of US$7.5 million in Cedara.
(B) At the time of the equity investment, Cedara will issue to Analogic
such number of shares in Cedara as is equal to 23.5% of its currently
issued and outstanding shares.
(C) At the time of the equity investment, two designees of Analogic will
be elected to the Board of Directors of Cedara, and the total number
of Directors of Cedara will be seven, including the two Analogic
designees.
(D) In addition, if requested by Cedara, Analogic will work to have the
Sovereign Bank of Boston assume, under the existing terms and
conditions, Cedara's currently outstanding debt to the National Bank
of Canada. If Sovereign Bank fails to assume Cedara's debt under these
terms, within 15 days from the day of request, Analogic will
thereafter immediately assume the debt under the same terms and
conditions as currently apply to Cedara's debt with the National Bank
of Canada.
Analogic is prepared to make the US$7.5 million equity investment as soon as
Cedara notifies Analogic that the necessary corporate actions to effectuate
points (B) and (C) above have occurred.
This offer is irrevocable by Analogic until 11:59 PM EDT on Thursday September
27, 2001.
No other terms and conditions apply to this offer.
Please countersign a duplicate original of this letter if Cedara accepts the
above offer.
Very truly yours, AGREED AND ACCEPTED
Cedara Software Corporation
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx Xxxxxxxx
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Xxxxxx X. Xxxxxx By: Xxxxxx Xxxxxxxx
President and CEO Title: CFO and Corporate Secretary
