Exhibit 2
THIS STOCK OPTION AGREEMENT, dated as of May 3, 2001 (this
"Agreement"), is made by and among Bridge Information Systems, Inc. a Missouri
corporation ("Bridge"), Reuters America Inc., a Delaware corporation ("RAM"),
and Reuters S.A., a corporation organized under the laws of Switzerland
(together with RAM, "Purchaser").
WHEREAS, Bridge wishes to grant to Purchaser the right and
option to purchase from Bridge, subject to the terms and conditions set forth
herein, its equity interest in Savvis Communications Corporation, a Delaware
Corporation ("Savvis"); and
WHEREAS, Bridge and Purchaser entered into an asset purchase
agreement dated May 3, 2001 (as amended or otherwise modified from time to time,
the "APA") which was approved and authorized by Order of the Bankruptcy Court
dated May 5, 2001 and provides for the granting of the right and option
contained herein;
NOW, THEREFORE, in consideration of the foregoing, the parties
hereto agree as follows:
1. Option Grant. Bridge hereby grants to Purchaser
the right and option (the "Savvis Stock Option") to purchase the 45,483,702
shares of capital stock of Savvis held as of the date hereof, directly or
indirectly, by Bridge (the "Savvis Shares"), which Savvis Stock Option shall be
exercisable from time to time in whole or in part upon five (5) business days
notice to Bridge either before the consummation of the transactions contemplated
under the APA (the "Closing"), at the Closing or within ninety (90) days after
the Closing (provided that, if a filing under the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 0000 (xxx "XXX Xxx") is required for such exercise, a notice
of exercise may be made, subject to the making of all requisite filings under
the HSR Act (which may be made at the election of Purchaser, and in which Bridge
agrees to cooperate as contemplated in Section 7.8 of the APA) and the
expiration of the waiting period thereunder, and such notice will be deemed
timely if given prior to the expiration of the option period referred to above),
at a per share exercise price of the higher of (i) $2.50 (subject to adjustment
to reflect stock splits and similar changes in the capital structure of Savvis)
and (b) the volume weighted average trading price of the Savvis Shares during
the five (5) trading day period immediately preceding the date on which the
Purchaser gives notice of its exercise of the Savvis Stock Option, provided that
until such time as Purchaser otherwise first becomes an "interested stockholder"
as defined in Section 203 of the Delaware General Corporation Law ("DGCL"), the
exercise of the option shall be limited to such number of shares of stock of
Savvis as would not at the time result in the holder becoming such an
"interested stockholder" unless and until the Savvis Board shall have approved
such acquisition and, provided further, that until such time as the Savvis Stock
Option is exercised in full or Purchaser's right to exercise the Savvis Stock
Option expires, Purchaser shall enjoy the right to vote a number of the Savvis
Shares equal to the lesser of (x) the
Ex-2
number of Savvis Shares for which the option is exercisable from time to time
and (y) unless and until the waiting period has expired with respect to any
requisite filing under the HSR Act (which may be made at the election of
Purchaser, and in which Bridge agrees to cooperate as contemplated in Section
7.8 of the APA), such number of Savvis Shares which may be acquired by Purchaser
without the making of a filing under the HSR Act from time to time, on all
matters with respect to which such shares are entitled to vote under either the
DGCL or Savvis' certificate of incorporation or by-laws, and Bridge shall retain
the right to designate one (1) director to the Savvis Board. If Bridge or any of
its affiliates shall at any time seek to transfer any of the Savvis Shares, any
transferee thereof shall be required to take subject to the provisions hereof
and to execute an acknowledgment to such effect in form and substance
satisfactory to Purchaser.
2. Additional Matters and Further Assurances. Subject
to the terms and conditions of this Agreement, each of the parties agrees to use
all commercially reasonable efforts to take, or cause to be taken, all action
and to do, or cause to be done, all things necessary, proper, or advisable under
applicable laws and regulations to consummate and make effective the
transactions contemplated by this Agreement, including using all commercially
reasonable efforts to obtain all necessary waivers, consents, and approvals
required under this Agreement.
3. Notices. All notices, claims, demands, and other
communications hereunder shall be in writing and shall be deemed given upon (a)
confirmation of receipt of a facsimile transmission, (b) confirmed delivery by a
standard overnight carrier or when delivered by hand, or (c) the expiration of
five (5) business days after the day when mailed by registered or certified mail
(postage prepaid, return receipt requested), addressed to the respective parties
at the following addresses (or such other address for a party as shall be
specified by like notice):
If to Purchaser, to
Reuters America Inc.
The Reuters Building
0 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attention: General Counsel
with a copy to
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxx Xxxxxxx, Esq.
X. Xxxx Angus, Esq.
If to Bridge, to
Bridge Information Systems, Inc.
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxxx Xxxxxxxx
Xxxxxxx Xxxx, Esq.
with copies to
Cleary, Gottlieb, Xxxxx & Xxxxxxxx
0 Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxx Xxxxxxx, Esq.
Xxxxx Xxxxxxx, Esq.
and:
Bear Xxxxxxx & Co, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xx. Xxxxxx Xxxxxx
Xx. Xxxx Xxxxxxx
4. Publicity. The parties hereto shall consult with
each other and shall mutually agree (the agreement of each party not to be
unreasonably withheld or delayed) upon the content and timing of any press
release or other public statements with respect to the transactions contemplated
by this Agreement and shall not issue any such press release or other public
statement prior to such consultation and agreement, except as may be required by
applicable law or by obligations pursuant to any listing agreement with any
securities exchange or any stock exchange regulations as advised by counsel,
provided that to the extent practicable, each party shall give prior notice to
the other parties of the content and timing of any such press release or other
public prior to issuance.
5. Governing Law. Except as required by mandatory
provisions of the DGCL, this Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to the rules of
conflict of laws of the State of New York or any other jurisdiction.
6. Amendment. This Agreement may not be amended
except by an instrument in writing signed on behalf of the parties hereto.
7. Counterparts; Effectiveness. This Agreement may be
executed in two or more counterparts, each of which shall be deemed to be an
original but all of which shall constitute one and the same agreement. This
Agreement shall be binding on the parties only upon execution and delivery by
the parties hereto.
8. Severability; Validity; Parties in Interest. If
any provision of this Agreement or the application thereof to any person or
circumstance is held invalid or unenforceable, the remainder of this Agreement,
and the application of such provision to other persons or circumstances, shall
not be affected thereby, and to such end, the provisions of this Agreement are
agreed to be severable. Nothing in this Agreement, express or implied, is
intended to confer upon any person not a party to this Agreement any rights or
remedies of any nature whatsoever under or by reason of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed on their behalf by their officers thereunto duly authorized, as of
the date first above written.
BRIDGE INFORMATION SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Chief Restructuring Officer
REUTERS AMERICA INC.
REUTERS S.A.
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: President, Reuters
Information of Reuters America. and
Attorney-in-fact for Reuters S.A.
