JOINT FILING AND SOLICITATION AGREEMENT
Exhibit 99.1
WHEREAS,
certain of the undersigned are stockholders, direct or beneficial, of California
Micro Devices Corporation, a Delaware corporation (the “Company”);
WHEREAS,
Dialectic Capital Partners, LP, a Delaware limited partnership (“Dialectic”),
Dialectic Capital Management, LLC, a Delaware limited liability company,
Dialectic Offshore, Ltd., a Cayman Islands exempted company, Dialectic
Antithesis Partners, LP, a Delaware limited partnership, Dialectic Antithesis
Offshore, Ltd., a Cayman Islands exempted company, Xxxx Xxxxxxxxx, Xxxx
Xxxxxxxxx, Xxxxxx Xxxxx, J. Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx wish to form a
group for the purpose of seeking representation on the Board of Directors of the
Company at the 2009 annual meeting of stockholders of the Company, or any other
meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the “2009 Annual
Meeting”) and for the purpose of taking all other action necessary to achieve
the foregoing.
NOW, IT
IS AGREED, this 5th day of
March 2009 by the parties hereto:
1. In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), each of the undersigned (collectively, the
“Group”) agrees to the joint filing on behalf of each of them of statements on
Schedule 13D, and any amendments thereto, with respect to the securities of the
Company. Each member of the Group shall be responsible for the
accuracy and completeness of his/its own disclosure therein, and is not
responsible for the accuracy and completeness of the information concerning the
other members, unless such member knows or has reason to know that such
information is inaccurate.
2. So
long as this Agreement is in effect, each of the undersigned shall provide
written notice to Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP (“Xxxxxx”)
of (i) any of their purchases or sales of securities of the Company; or (ii) any
securities of the Company over which they acquire or dispose of beneficial
ownership. Notice shall be given no later than 24 hours after each
such transaction.
3. Each
of the undersigned agrees to form the Group for the purpose of (i) soliciting
proxies or written consents for the election of the persons nominated by the
Group to the Board of Directors of the Company at the 2009 Annual Meeting, (ii)
taking such other actions as the parties deem advisable, and (iii) taking all
other action necessary or advisable to achieve the foregoing.
4. Dialectic
shall have the right to pre-approve all expenses incurred in connection with the
Group’s activities and agrees to pay directly all such pre-approved
expenses.
5. Each
of the undersigned agrees that any SEC filing, press release or stockholder
communication proposed to be made or issued by the Group or any member of the
Group in connection with the Group’s activities set forth in Section 3 shall be
first approved by Dialectic, or its representatives.
6. The
relationship of the parties hereto shall be limited to carrying on the business
of the Group in accordance with the terms of this Agreement. Such
relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described herein. Nothing
herein shall be construed to authorize any party to act as an agent for any
other party, or to create a joint venture or partnership, or to constitute an
indemnification. Nothing herein shall restrict any party’s right to
purchase or sell securities of the Company, as he/it deems appropriate, in
his/its sole discretion, provided that all such sales are made in compliance
with all applicable securities laws.
7. This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute but one and the same
instrument, which may be sufficiently evidenced by one counterpart.
8. In
the event of any dispute arising out of the provisions of this Agreement or
their investment in the Company, the parties hereto consent and submit to the
exclusive jurisdiction of the Federal and State Courts in the County of New
York.
9. Any
party hereto may terminate his/its obligations under this Agreement on 24 hours’
prior written notice to all other parties, with a copy by fax to Xxxxxx Xxxxxxx
at Xxxxxx, Fax No. (000) 000-0000.
10. Each
party acknowledges that Xxxxxx shall act as counsel for both the Group and
Dialectic and its affiliates relating to their investment in the
Company.
11. Each
of the undersigned parties hereby agrees that this Agreement shall be filed as
an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the
Exchange Act.
[Signature
page follows]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first above written.
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DIALECTIC
CAPITAL PARTNERS, LP
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By:
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Dialectic
Capital, LLC, its general partner
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By:
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/s/
Xxxx Xxxxxxxxx
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Name:
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Xxxx
Xxxxxxxxx
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Title:
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Managing
Member
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By:
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/s/
Xxxx Xxxxxxxxx
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Name:
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Xxxx
Xxxxxxxxx
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Title:
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Managing
Member
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DIALECTIC
OFFSHORE, LTD.
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By:
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/s/
Xxxx Xxxxxxxxx
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Name:
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Xxxx
Xxxxxxxxx
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Title:
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Director
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DIALECTIC
ANTITHESIS PARTNERS, LP
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By:
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Dialectic
Capital, LLC, its general partner
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By:
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/s/
Xxxx Xxxxxxxxx
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Name:
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Xxxx
Xxxxxxxxx
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Title:
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Managing
Member
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DIALECTIC
ANTITHESIS OFFSHORE, LTD.
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By:
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/s/
Xxxx Xxxxxxxxx
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Name:
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Xxxx
Xxxxxxxxx
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Title:
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Director
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/s/
Xxxx Xxxxxxxxx
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XXXX
XXXXXXXXX
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/s/
Xxxx Xxxxxxxxx
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XXXX
XXXXXXXXX
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/s/
Xxxxxx Xxxxx
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XXXXXX
XXXXX
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/s/
J. Xxxxxxx Xxxxxxx
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J.
XXXXXXX XXXXXXX
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/s/
Xxxxxxx Xxxxxxxxx
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XXXXXXX
XXXXXXXXX
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