1
EXHIBIT 99.3
EXECUTION COPY
Support/Voting Agreement
August 23, 1997
Cardinal Health, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Re: Support/Voting Agreement
------------------------
Dear Sirs:
The undersigned understands that Cardinal Health,
Inc. ("Cardinal"), Bruin Merger Corp., a wholly owned
subsidiary of Cardinal ("Subcorp"), and Bergen Xxxxxxxx
Corporation ("Bergen") are entering into an Agreement and Plan
of Merger, dated the date hereof (the "Agreement"), providing
for, among other things, a merger between Subcorp and Bergen
(the "Merger"), in which all of the outstanding shares of
capital stock of Bergen will be exchanged for common shares,
without par value, of Cardinal.
The undersigned is a shareholder of Bergen (the
"Shareholder") and is entering into this letter agreement to
induce you to enter into the Agreement and to consummate the
transactions contemplated thereby.
The Shareholder confirms its agreement with you as
follows:
1. The Shareholder represents, warrants and agrees
that Schedule I annexed hereto sets forth the shares of the
capital stock of Bergen of which the Shareholder is the record
or beneficial owner (the "Shares") and that the Shareholder is
on the date hereof the lawful owner of the number of Shares set
forth in Schedule I, free and clear of all liens, charges,
encumbrances, voting agreements and commitments of every kind,
except as disclosed previously in writing to Cardinal. Except
for the Shares set forth in Schedule I, the Shareholder does
not own or hold any rights to acquire any additional shares of
the capital stock of Bergen (other than pursuant to stock
options) or any interest therein or any voting rights with
respect to any additional shares.
2. The Shareholder agrees that it will not, will
not permit any company, trust or other entity controlled by the
Shareholder to contract to sell, sell or otherwise transfer or
dispose of any of the Shares or any interest therein or
securities convertible thereinto or any voting rights with
respect thereto, other than (i) pursuant to the Merger, (ii)
with your prior written consent or (iii) to the extent
contractually required (as disclosed previously in writing to
Cardinal).
2
3. The Shareholder agrees to, will cause any
company, trust or other entity controlled by the Shareholder
to, and will use its reasonable best efforts to cause its
affiliates (as defined under the Securities Exchange Act of
1934, as amended) to, cooperate fully with you in connection
with the Agreement and the transactions contemplated thereby.
The Shareholder agrees that, during the term of this letter
agreement, it will not, and will not permit any such company,
trust or other entity to, and will use its reasonable best
efforts to not permit any of its affiliates to, directly or
indirectly (including through its directors, officers,
employees or other representatives) solicit, initiate,
encourage or facilitate, or furnish or disclose non-public
information in furtherance of, any inquiries or the making of
any proposal with respect to any Competing Transaction, or
negotiate, explore or otherwise engage in discussions with any
person (other than Cardinal, Subcorp or their respective
directors, officers, employees, agents and representatives)
with respect to any Competing Transaction or enter into any
agreement, arrangement or understanding with respect to any
Competing Transaction or agree to or otherwise assist in the
effectuation of any Competing Transaction; provided, however,
that nothing herein shall prevent the Shareholder from taking
any action, after having notified Cardinal thereof, or omitting
to take any action solely as a member of the Board of Directors
of Bergen required so as not to violate such Shareholder's
fiduciary obligations as a Director after consultation with
outside counsel.
4. The Shareholder agrees that all of the Shares
beneficially owned by the Shareholder (except shares subject to
unexercised stock options), or over which the Shareholder has
voting power or control, directly or indirectly (including any
common shares of Bergen acquired after the date hereof), at the
record date for any meeting of shareholders of Bergen called to
consider and vote to approve the Merger and the Agreement and/
or the transactions contemplated thereby and/or any Competing
Transaction will be voted in favor the Merger and the Agreement
and the transactions contemplated thereby and that the
Shareholder will not vote such Shares in favor of any Competing
Transaction during the term of this letter agreement.
5. The Shareholder has all necessary power and
authority to enter into this letter agreement. This letter
agreement is the legal, valid and binding agreement of the
Shareholder, and is enforceable against the Shareholder in
accordance with its terms.
6. The Shareholder agrees that damages are an
inadequate remedy for the breach by Shareholder of any term or
condition of this letter agreement and that you shall be
entitled to a temporary restraining order and preliminary and
permanent injunctive relief in order to enforce our agreements
herein.
7. Except to the extent that the laws of the
jurisdiction of organization of any party hereto, or any other
jurisdiction, are mandatorily applicable to matters arising
under or in connection with this letter agreement, this letter
agreement shall be governed by the laws of the State of New
York. All actions and proceedings arising out of or relating
to this letter agreement shall be heard and determined in any
New York state or federal court sitting in the City of New
York.
-2-
3
8. Each of the parties hereto irrevocably submits
to the exclusive jurisdiction of the state courts of New York
and to the jurisdiction of the United States District Court for
the District of New York, for the purpose of any action or
proceeding arising out of or relating to this letter agreement
and each of the parties hereto irrevocably agrees that all
claims in respect to such action or proceeding may be heard and
determined exclusively in any New York state or federal court
sitting in the City of New York. Each of the parties hereto
agrees that a final judgment in any action or proceeding shall
be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.
Each of the parties hereto irrevocably consents to the service
of any summons and complaint and any other process in any other
action or proceeding relating hereto, on behalf of itself or
its property, by the personal delivery of copies of such
process to such party. Nothing in this Section 8 shall affect
the right of any party hereto to serve legal process in any
other manner permitted by law.
9. This letter agreement constitutes the entire
agreement among the parties hereto with respect to the matters
covered hereby and supersedes all prior agreements,
understandings or representations among the parties written or
oral, with respect to the subject matter hereof.
10. Capitalized terms not defined in this letter
agreement shall have the meaning assigned to them in the
Agreement.
-3-
4
This letter agreement may be terminated at the option
of any party at any time upon the earlier of (i) the date on
which the Agreement is terminated and (ii) the Effective Time
(as defined in the Agreement). Please confirm that the
foregoing correctly states the understanding between us by
signing and returning to me a counterpart hereof.
Very truly yours,
By:/s/ Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx
Confirmed on the date
first above written.
Cardinal Health, Inc.
By:/s/ Xxxxxx X. Xxxxxx
-------------------------
Xxxxxx X. Xxxxxx
Chairman and Chief Executive Officer
-4-
