EXHIBIT B
VOTING AGREEMENT
by and among
DRS Technologies, Inc.,
IDT Holding, L.L.C.,
The Veritas Capital Fund, L.P.
and
Veritas Capital Management, L.L.C.,
dated as of August 15, 2003
VOTING AGREEMENT
This Voting Agreement (this "AGREEMENT") is entered into as of August 15,
2003, by and among DRS Technologies, Inc., a Delaware corporation ("PARENT"),
Veritas Capital Management, L.L.C., a Delaware limited liability company
("CAPITAL MANAGEMENT"), The Veritas Capital Fund, L.P., a Delaware limited
partnership of which Capital Management is the sole general partner ("CAPITAL
FUND"), and IDT Holding, L.L.C., a Delaware limited liability company in which
Capital Fund owns 86.4% of the membership interests and is the sole manager
("IDT HOLDING," and, collectively with Capital Management and Capital Fund, the
"STOCKHOLDERS"). Capitalized terms used but not defined herein shall have the
meanings set forth in the Agreement and Plan of Merger (the "MERGER AGREEMENT"),
dated as of August 15, 2003, among Parent, MMC3 Corporation, a Delaware
corporation and wholly-owned subsidiary of Parent ("MERGER SUB"), and Integrated
Defense Technologies, Inc., a Delaware corporation (the "COMPANY").
W I T N E S S E T H:
WHEREAS, as of the date hereof, the Stockholders "beneficially own" (as
such term is defined in Rule 13d-3 promulgated under the Exchange Act)
(including entitlement to dispose of (or to direct the disposition of) and to
vote (or to direct the voting of)) 11,750,992 shares of common stock, par value
$0.01 per share (the "COMMON STOCK"), of the Company (such shares of Common
Stock, together with any other shares of Common Stock the voting power over
which is directly or indirectly acquired by any Stockholder until the
termination of this Agreement pursuant to the terms hereof, are collectively
referred to herein as the "SUBJECT SHARES");
WHEREAS, simultaneously herewith, Parent, Merger Sub and the Company are
entering into the Merger Agreement, pursuant to which Merger Sub will merge with
and into the Company, with the Company surviving as a wholly-owned subsidiary of
Parent (the "MERGER"); and
WHEREAS, as a condition to the willingness of Parent to enter into the
Merger Agreement, and as an inducement and in consideration therefor, the
Stockholders are executing this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 OTHER DEFINITIONS. For purposes of this Agreement:
(a) "AFFILIATE" means, with respect to any specified Person, any
Person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Person
specified.
(b) "PERSON" means an individual, corporation, limited liability
company, general or limited partnership, association, trust, unincorporated
organization, other entity or group.
(c) "REPRESENTATIVE" means, with respect to any particular
Person, any director, officer, employee, accountant, consultant, legal counsel,
investment banker, advisor, agent or other representative of such Person.
ARTICLE II
VOTING AGREEMENT AND IRREVOCABLE PROXY
Section 2.1 AGREEMENT TO VOTE THE SUBJECT SHARES.
(a) From and after the date hereof, at any meeting of the
Company's stockholders (or any adjournment or postponement thereof), however
called, or in connection with any action by written consent or other action of
the Company's stockholders, the Stockholders shall vote (or cause to be voted)
all of the Subject Shares:
(i) in favor of the adoption and approval of the terms of
the Merger Agreement, the Merger and the other transactions contemplated by
the Merger Agreement (and any actions required in furtherance thereof);
(ii) against any action, proposal, transaction or agreement
that would directly or indirectly result in a breach of any covenant,
representation, warranty or other obligation or agreement of the Company
set forth in the Merger Agreement or of the Stockholders set forth in this
Agreement; and
(iii) except with the prior written consent of Parent,
against the following actions or proposals (other than the transactions
contemplated by the Merger Agreement): (A) any Alternative Proposal; (B)
any change in the persons who constitute the board of directors of the
Company; (C) any material change in the present capitalization of the
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Company or any amendment of the Company's certificate of incorporation or
bylaws; (D) any other material change in the Company's corporate structure
or business; or (E) any other action or proposal involving the Company or
any of its subsidiaries that is intended, or would reasonably be expected,
to prevent, impede, interfere with, delay, postpone or adversely affect the
transactions contemplated by the Merger Agreement.
(b) Any such vote shall be cast or consent shall be given in
accordance with such procedures relating thereto so as to ensure that it is duly
counted for purposes of determining that a quorum is present and for purposes of
recording the results of such vote or consent. Each Stockholder agrees not to
enter into any agreement or commitment with any Person the effect of which would
violate or be inconsistent with the provisions and agreements set forth in this
Article II.
Section 2.2 GRANT OF PROXY. Each Stockholder hereby appoints Parent and
any designee of Parent, and each of them individually, as such Stockholder's
proxy and attorney-in-fact, with full power of substitution and resubstitution,
to vote or act by written consent with respect the Subject Shares in accordance
with Section 2.1. This proxy is given to secure the performance of the duties of
each Stockholder under this Agreement. The Stockholders shall promptly cause a
copy of this Agreement to be deposited with the Company at its principal place
of business. Each Stockholder shall take such further action or execute such
other instruments as may be necessary under applicable Law to effectuate the
intent of this proxy.
Section 2.3 IRREVOCABILITY OF PROXY. The proxy and power of attorney
granted pursuant to this Article 2 by the Stockholders shall be irrevocable
during the term of this Agreement, shall be deemed to be coupled with an
interest sufficient in Law to support an irrevocable proxy and shall revoke any
and all prior proxies granted thereby. The power of attorney granted by the
Stockholders herein is a durable power of attorney and shall survive the
dissolution, bankruptcy or incapacity of the Stockholders. The proxy and power
of attorney granted hereunder shall terminate upon the termination of this
Agreement.
ARTICLE III
STANDSTILL AND NO-SOLICITATION
Section 3.1 STANDSTILL. The Stockholders hereby agree that, from and
after the date hereof, the Stockholders and their Affiliates shall not, directly
or indirectly, unless (i) specifically requested by Parent or (ii) expressly
contemplated by the terms of this Agreement or the Merger Agreement:
(a) sell, transfer, tender, pledge, encumber, assign or otherwise
dispose of (collectively, a "TRANSFER"), or enter into any contract, option or
other
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agreement with respect to, or consent to, a Transfer of, any or all of the
Subject Shares;
(b) acquire, offer to acquire, or agree to acquire, directly or
indirectly, by purchase or otherwise, any securities or direct or indirect
rights to acquire Common Stock or any other securities of the Company, or any
assets of the Company or any subsidiary or division thereof;
(c) make, or in any way participate in, directly or indirectly,
any "solicitation" of "proxies" (as such terms are used in the rules of the
Securities and Exchange Commission) to vote (including by consent), or seek to
advise or influence any person or entity with respect to the voting of, any
voting securities of the Company (including, without limitation, by making
publicly known your position on any matter presented to stockholders), other
than to recommend that stockholders of the Company vote in favor of the Merger
and the Merger Agreement;
(d) submit to the Company any stockholder proposal under
Rule 14a-8 under the Exchange Act;
(e) make any public announcement with respect to, or submit a
proposal for, or offer of (with or without conditions) any extraordinary
transaction involving the Company or its securities or assets;
(f) form, join or in any way participate in a "group" (as defined
in Section 13(d)(3) under the Exchange Act) in connection with any of the
foregoing;
(g) seek in any way, directly or indirectly, to have any
provision of this Section 3.1 amended, modified or waived; or
(h) otherwise take, directly or indirectly, any actions with the
purpose or effect of avoiding or circumventing any provision of this Section 3.1
or which could reasonably be expected to have the effect of preventing,
impeding, interfering with or adversely affecting the consummation of the
transactions contemplated by the Merger Agreement or its ability to perform its
obligations under this Agreement.
Section 3.2 DIVIDENDS, DISTRIBUTIONS, ETC. In the event of a stock
dividend or distribution, or any change in the Common Stock by reason of any
stock dividend or distribution, split-up, recapitalization, combination,
exchange of shares or the like, the term "Subject Shares" shall be deemed to
refer to and include the Subject Shares as well as all such stock dividends and
distributions and any securities into which or for which any or all of the
Subject Shares may be changed or exchanged or which are received in such
transaction.
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Section 3.3 ALTERNATIVE PROPOSALS. (a) The Stockholders shall not, and
they shall cause their Representatives not to, directly or indirectly initiate,
solicit, or knowingly encourage any inquiries or the making or implementation of
any Alternative Proposal or participate in any discussions or negotiations
concerning, or provide any confidential information or data to, or have any
discussions with, any Person relating to an Alternative Proposal, or otherwise
facilitate any effort or attempt to make or implement an Alternative Proposal.
Notwithstanding the foregoing, in connection with any Alternative Proposal, the
Stockholders may provide information and engage in discussions with the Person
making the Alternative Proposal to the same extent as the Company is permitted
to engage in discussions and provide information pursuant to Section 5.1(a) of
the Merger Agreement; provided, that a copy of any information provided by the
Stockholders with respect to such Acquisition Proposal is simultaneously
provided to Parent if it has not previously been furnished or made available to
Parent, but the Stockholders shall not be subject to the requirements of clauses
(w), (x), and (y) of Section 5.1(a) of the Merger Agreement.
(b) The Stockholders shall promptly advise Parent of any request
for information or the submission or receipt of any Alternative Proposal, or any
inquiry with respect to or which could lead to any Alternative Proposal, the
material terms and conditions of such request, Alternative Proposal or inquiry,
and the identity of the Person making any such request, Alternative Proposal or
inquiry and its response or responses thereto. The Stockholders shall keep
Parent fully informed on a prompt basis of the status and details (including
amendments or proposed amendments) of any such request, Alternative Proposal or
inquiry, to the extent such Stockholders have knowledge thereof. The
Stockholders shall promptly provide to Parent copies of all written
correspondence or other written material, including material in electronic form,
between the Stockholders and any Person making any such request, Alternative
Proposal or inquiry. The Stockholders will immediately cease and cause to be
terminated any existing activities, discussions or negotiations with any parties
conducted heretofore with respect to any of the foregoing.
(c) The Stockholders agree that they will promptly inform their
and their Affiliates' Representatives of the obligations undertaken in this
Article 3.
(d) Notwithstanding the foregoing, each individual who is both
(i) a Representative of any Stockholder and (ii) a Representative of the Company
shall be entitled to take any action with respect to any Acquisition Proposal
solely in its capacity as a Representative of the Company that it would
otherwise be permitted to take in the absence of this Section 3.3.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
The Stockholders hereby represent and warrant, jointly and severally, to
Parent as follows:
Section 4.1 DUE ORGANIZATION, ETC. Each Stockholder is duly organized and
validly existing under the Laws of the jurisdiction of formation. Each
Stockholder has all necessary power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby by each Stockholder have been duly authorized by all
necessary action on the part of such Stockholder.
Section 4.2 OWNERSHIP OF SHARES. The Stockholders beneficially own
11,750,992 shares of Common Stock as of the date hereof, of which IDT Holding is
the record owner. As of the date hereof, IDT Holding is the lawful owner of such
shares of Common Stock. The Stockholders have the sole power to vote (or cause
to be voted) such shares of Common Stock. IDT Holding has good and valid title
to the Common Stock, free and clear of any and all pledges, mortgages, liens,
charges, proxies, voting agreements, encumbrances, adverse claims, options,
security interests and demands of any nature or kind whatsoever, other than
those created by this Agreement.
Section 4.3 NO CONFLICTS. (i) No filing with any Governmental Entity and
no authorization, consent or approval of any other Person is necessary for the
execution of this Agreement by the Stockholders and the consummation by the
Stockholders of the transactions contemplated hereby and (ii) none of the
execution and delivery of this Agreement by the Stockholders, the consummation
by any Stockholder of the transactions contemplated hereby or compliance by any
Stockholder with any of the provisions hereof shall (A) conflict with or result
in any breach of the organizational documents of any Stockholder, (B) result in,
or give rise to, a violation or breach of or a default under any of the terms of
any material contract, understanding, agreement or other instrument or
obligation to which any Stockholder is a party or by which any Stockholder or
any of the Subject Shares or the Stockholder's assets may be bound, or (C)
violate any applicable Law, except for any of the foregoing as does not and
could not reasonably be expected to impair any Stockholder's ability to perform
its obligations under this Agreement.
Section 4.4 RELIANCE BY PARENT. Each Stockholder understands and
acknowledges that Parent is entering into the Merger Agreement in reliance upon
the execution and delivery of this Agreement by such Stockholder.
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ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PARENT
Parent hereby represents and warrants to the Stockholders as follows:
Section 5.1 DUE ORGANIZATION, ETC. Parent is a company duly organized and
validly existing under the Laws of the jurisdiction of its incorporation. Parent
has all necessary corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby by Parent have been duly authorized by all necessary action
on the part of Parent.
Section 5.2 CONFLICTS. (i) No filing with any governmental authority, and
no authorization, consent or approval of any other Person is necessary for the
execution of this Agreement by Parent and the consummation by Parent of the
transactions contemplated hereby and (ii) neither the execution and delivery of
this Agreement by Parent nor the consummation by Parent of the transactions
contemplated hereby shall (A) conflict with or result in any breach of the
organizational documents of Parent, (B) result in, or give rise to, a violation
or breach of or a default under any of the terms of any material contract,
understanding, agreement or other instrument or obligation to which Parent is a
party or by which Parent or any of its assets may be bound, or (C) violate any
applicable Law, except for any of the foregoing as does not and could not
reasonably be expected to impair Parent's ability to perform its obligations
under this Agreement.
ARTICLE VI
TERMINATION
Section 6.1 TERMINATION.
(a) Subject to Section 6.1(b), this Agreement shall terminate and
none of Parent or any Stockholder shall have any rights or obligations hereunder
upon the earliest to occur of: (i) the termination of this Agreement by mutual
written consent of Parent and the Stockholders, (ii) the Effective Time, and
(iii) the termination of the Merger Agreement in accordance with its terms.
(b) Notwithstanding the foregoing, (i) termination of this
Agreement shall not prevent any party hereunder from seeking any remedies (at
Law or in equity) against any other party hereto for such party's breach of any
of the terms of this Agreement, and (ii) Section 7.1 and Sections 7.3 through
7.15, inclusive, of this Agreement shall survive the termination of this
Agreement.
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ARTICLE VII
MISCELLANEOUS
Section 7.1 APPRAISAL RIGHTS. To the extent permitted by applicable Law,
each Stockholder hereby waives any rights of appraisal or rights to dissent from
the Merger that it may have under applicable Law.
Section 7.2 PUBLICATION. The Stockholders hereby permit Parent to publish
and disclose in the Proxy Statement and Registration Statement (including all
documents and schedules filed with the SEC) their identity and ownership of
shares of Common Stock and the nature of their commitments, arrangements and
understandings pursuant to this Agreement; provided, however, that such
publication and disclosure shall be subject to the prior review and comment by
the Stockholders and their advisors.
Section 7.3 FURTHER ACTIONS. Each of the parties hereto agrees that it
will use its reasonable best efforts to do all things necessary to effectuate
this Agreement.
Section 7.4 NOTICES. All notices and other communications given or made
pursuant hereto shall be in writing (including facsimile or similar writing) and
shall be deemed to have been duly given or made as of the date of receipt and
shall be delivered personally or mailed by registered or certified mail (postage
prepaid, return receipt requested), sent by overnight courier or sent by
facsimile (but only if the appropriate facsimile transmission confirmation is
received), to the applicable party at the following addresses or facsimile
numbers (or at such other address or telecopy number for a party as shall be
specified by like notice):
If to Parent to:
DRS Technologies, Inc.
0 Xxxxxx Xxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Xxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Telephone: (000) 000-0000
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Facsimile: (000) 000-0000
If to the Stockholders, to:
Veritas Capital Management, L.L.C.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. XxXxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Winston & Xxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Section 7.5 ASSIGNMENT; BINDING EFFECT. Neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by any of the
parties hereto, in whole or in part (whether by operation of Law or otherwise),
without the prior written consent of the other parties. Any attempt to make any
such assignment without such consent shall be null and void, except that Parent
may assign, in its sole discretion, any or all of its rights, interests and
obligations under this Agreement to any direct or indirect wholly owned
subsidiary of Parent without the consent of the Company, but no such assignment
shall relieve Parent of its obligations hereunder. Subject to the preceding
sentences, this Agreement will be binding upon, inure to the benefit of and be
enforceable by, the parties and their respective successors and permitted
assigns.
Section 7.6 THIRD PARTY BENEFICIARIES. Notwithstanding anything contained
in this Agreement to the contrary, nothing in this Agreement, expressed or
implied, is intended to or shall confer on any Person other than the parties
hereto or their respective permitted successors and assigns any rights,
benefits, remedies, obligations or liabilities whatsoever under or by reason of
this Agreement.
Section 7.7 ENTIRE AGREEMENT. This Agreement and the Merger Agreement
constitute the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior agreements and understandings, both
written and oral, among the parties, or any of them, with respect thereto.
Section 7.8 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the Laws of the State of Delaware without regard to
its
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rules of conflict of Laws. Each of Parent and the Stockholders hereby
irrevocably and unconditionally: (i) consents to submit to the exclusive
jurisdiction of the Delaware Courts for any litigation arising out of or
relating to this Agreement and the transactions contemplated hereby (and agrees
not to commence any litigation relating thereto except in such courts), (ii)
waives any objection to the laying of venue of any such litigation in the
Delaware Courts and (iii) agrees not to plead or claim in any Delaware Court
that such litigation brought therein has been brought in an inconvenient forum.
Each of the parties hereto irrevocably waive any and all rights to trial by jury
in any proceedings arising out of or related to this Agreement or the
transactions contemplated hereby.
Section 7.9 FEE AND EXPENSES. Except as otherwise provided herein,
whether or not the Merger is consummated, all costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and expenses.
Section 7.10 HEADINGS. Headings of the articles and sections of this
Agreement are for the convenience of the parties only, and shall be given no
substantive or interpretive effect whatsoever.
Section 7.11 INTERPRETATION. In this Agreement, unless the context
otherwise requires, words describing the singular number shall include the
plural and vice versa, words denoting any gender shall include all genders and
words denoting natural Persons shall include corporations and partnerships and
vice versa. Whenever the words "include," "includes" or "including" are used in
this Agreement, they shall be understood to be followed by the words "without
limitation."
Section 7.12 WAIVERS. No action taken pursuant to this Agreement,
including, without limitation, any investigation by or on behalf of any party,
nor any failure or delay on the part of any party hereto in the exercise of any
right hereunder, shall be deemed to constitute a waiver by the party taking such
action of compliance of any representations, warranties, covenants or agreements
contained in this Agreement. The waiver by any party hereto of a breach of any
provision hereunder shall not operate or be construed as a waiver of any prior
or subsequent breach of the same or any other provision hereunder.
Section 7.13 SEVERABILITY. Any term or provision of this Agreement that is
invalid, illegal or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction. If
any provision of this Agreement is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as is enforceable.
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Section 7.14 ENFORCEMENT OF AGREEMENT. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with its specific terms or was
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof in any Delaware Court, this
being in addition to any other remedy to which they are entitled at Law or in
equity.
Section 7.15 COUNTERPARTS. This Agreement may be executed by the parties
hereto in two or more separate counterparts, each of which, when so executed and
delivered, shall be deemed to be an original. All such counterparts shall
together constitute one and the same instrument. Each counterpart may consist of
a number of copies hereof, each signed by less than all, but together signed by
all, of the parties hereto.
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IN WITNESS WHEREOF, each of Parent and each Stockholder has caused this
Agreement to be duly executed as of the day and year first above written.
DRS TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxxx
------------------------------
Name: Xxxx X. Xxxxxx
Title: Chairman, President and
Chief Executive Officer
VERITAS CAPITAL MANAGEMENT, L.L.C.
By: /s/ Xxxxxx X. XxXxxx
------------------------------
Name: Xxxxxx X. XxXxxx
Title: Authorized Signatory
THE VERITAS CAPITAL FUND, L.P.
By: /s/ Xxxxxx X. XxXxxx
------------------------------
Name: Xxxxxx X. XxXxxx
Title: Authorized Signatory
IDT HOLDING, L.L.C.
By: /s/ Xxxxxx X. XxXxxx
------------------------------
Name: Xxxxxx X. XxXxxx
Title: Authorized Signatory
