Exhibit 99(c)(3)
RENAISSANCE HOTEL GROUP N.V.
00000 Xxxxxxxxxx Xxxx
Xxxxx, Xxxx 00000
Marriott International, Inc.
Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
January 10, 1997
CONFIDENTIALITY AGREEMENT
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Ladies and Gentlemen:
In connection with your possible interest in various business combination,
restructuring, sale or other transactions (an "Acquisition Transaction")
involving Renaissance Hotel Group N.V. (the "Company"), you have requested that
we or our representatives furnish you or your representatives with certain
information relating to the Company. All such information (whether written or
oral) furnished (whether before or after the date hereof) by us or our
directors, officers, employees, affiliates, representatives (including, without
limitation, financial advisors, attorneys and accountants) or agents
(collectively, "our Representatives") to you or your directors, officers,
employees, affiliates, representatives (including, without limitation, financial
advisors, attorneys and accountants) or agents or your potential sources of
financing for the Transaction (collectively, "your Representatives") and all
analyses, compilations, forecasts, studies or other documents prepared by you or
your Representatives in connection with your or their review of, or your
interest in, the Company or an Acquisition Transaction which contain or reflect
any such information is hereinafter referred to as the "Information." The term
Information will not, however, include information which (i) is or becomes
publicly available other than as a result of a disclosure by you or your
Representatives or (ii) is or becomes available to you on a nonconfidential
basis from a source (other than us or our Representatives) which, to the best of
your knowledge after due inquiry, is not prohibited from disclosing such
information to you by a legal, contractual or fiduciary obligation to us.
Accordingly, you hereby agree that:
1. You and your Representatives (i) will keep the Information confidential and
will not (except as required by applicable law, regulation or legal
process, and only after compliance with paragraph 3 below), without our
prior written consent, disclose any Information in any manner whatsoever,
and (ii) will not use any Information other than solely for the purpose of
evaluating a possible negotiated Acquisition Transaction; provided,
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however, that you may reveal the Information to your Representatives (a)
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who need to know the Information for the purpose of evaluating a possible
Acquisition
Transaction, (b) who are informed by you of the confidential nature of the
Information and (c) who agree to act in accordance with the terms of this
letter agreement. You will cause your Representatives to observe the terms
of this letter agreement, and you will be responsible for any breach of
this letter agreement by any of your Representatives.
2. You and your Representatives will not (except as required by applicable
law, regulation or legal process, and only after compliance with paragraph
3 below), without our prior written consent, disclose to any person the
fact that the Information exists or has been made available, that you are
considering an Acquisition Transaction or any other transaction involving
the Company, or that discussions or negotiations are taking or have taken
place concerning an Acquisition Transaction or involving the Company or any
term, condition or other fact relating to an Acquisition Transaction or
such discussions or negotiations, including, without limitation, the status
thereof. The term "person" will be interpreted broadly to include, without
limitation, any individual, corporation, estate, partnership, joint
venture, limited liability company, association, joint stock company, trust
(including any beneficiary thereof), unincorporated organization or other
entity.
3. In the event that you or any of your Representatives are requested pursuant
to, or required by, applicable law, regulation or legal process to disclose
any of the Information, you will notify us promptly so that we may seek a
protective order or other appropriate remedy or, in our sole discretion,
waive compliance with the terms of this letter agreement. In the event
that no such protective order or other remedy is obtained, or that the
Company waives compliance with the terms of this letter agreement, you will
furnish only that portion of the Information which you are advised by
counsel is legally required and will exercise all reasonable efforts to
obtain reliable assurance that confidential treatment will be accorded the
Information.
4. If you determine not to proceed with an Acquisition Transaction within a
reasonable time, you will promptly inform our Representative, Xxxxxx
Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx"), of that decision and, in
that case, and at any time upon the request of the Company or any of our
Representatives, you will either (i) promptly destroy all copies of the
written Information in your or your Representatives' possession and confirm
such destruction to us in writing, or (ii) promptly deliver to the Company
at your own expense all copies of the written Information in your or your
Representatives' possession. Any oral Information will continue to be
subject to the terms of this letter agreement.
5. You acknowledge that neither we, nor Xxxxxx Xxxxxxx or its affiliates, nor
our other Representatives, nor any of our or their respective officers,
directors, employees, agents or controlling persons within the meaning of
Section 20 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), makes any express or implied representation or warranty as
to the accuracy or completeness of the Information, and you agree that no
such person will have any liability relating to the Information or for any
errors therein or omissions therefrom. You further agree that you are not
entitled to rely on the accuracy or completeness of the Information and
that you will be entitled to rely solely on such
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representations and warranties as may be included in any definitive
agreement with respect to an Acquisition Transaction, subject to such
limitations and restrictions as may be contained therein.
6. You are aware, and you will advise your Representatives who are informed of
the matters that are the subject of this letter agreement, of the
restrictions imposed by the United States securities laws on the purchase
or sale of securities by any person who has received material, non-public
information from the issuer of such securities and on the communication of
such information to any other person when it is reasonably foreseeable that
such other person is likely to purchase or sell such securities in reliance
upon such information.
7. You agree that, for a period of 18 months from the date of this letter
agreement, neither you nor any of your affiliates will, without the prior
written consent of the Company or its Board of Directors: (i) in any
manner, acquire, attempt to acquire, offer to acquire, or agree to acquire,
directly or indirectly, by purchase or otherwise, any voting securities or
direct or indirect rights to acquire any voting securities of the Company
or any subsidiary thereof, or any assets of the Company or any subsidiary
or division thereof (provided, however, that nothing in this clause shall
be interpreted to prevent you from competing with us in the hotel
management business); (ii) make or in any way participate in, directly or
indirectly, any "solicitation" of "proxies" (as such terms are used in the
proxy rules of the Securities and Exchange Commission) to vote, or seek to
advise or influence any person or entity with respect to the voting of, any
voting securities of the Company; (iii) 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; (iv) form, join or in any way participate in a
"group" (as defined in Section 13(d)(3) of the Exchange Act) in connection
with any of the foregoing; (v) advise, assist or encourage any other person
in connection with any of the foregoing; or (vi) take any action which
might require the Company to make a public announcement regarding the
possibility of a business combination or merger or other Acquisition
Transaction. You also agree during such period not to request the Company
or any of our Representatives, directly or indirectly, to amend or waive
any provision of this paragraph (including this sentence). You will
promptly advise the Company of any inquiry or proposal made to you with
respect to any of the foregoing.
8. You agree that, for a period of two years from the date of this letter
agreement, you will not, directly or indirectly, solicit for employment or
hire any "Senior Level" employee of the Company or any of its subsidiaries
with whom you have had contact or who became known to you in connection
with your consideration of an Acquisition Transaction; provided, however,
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that the foregoing provision will not prevent you from employing any such
person with whom you have had contact prior to the date hereof or who
contacts you on his or her own initiative without any direct or indirect
solicitation by or encouragement from you. "Senior Level" means any
corporate employee with the title of Vice President or above.
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9. You agree that all (i) communications regarding an Acquisition Transaction,
(ii) requests for additional information, facility tours or management
meetings, and (iii) discussions or questions regarding procedures with
respect to an Acquisition Transaction, will be first submitted or directed
to Xxxxxx Xxxxxxx and not to the Company. You also understand and agree
that no contract or agreement providing for any Acquisition Transaction
involving the Company shall be deemed to exist between you and the Company
and/or stockholders of the Company unless and until a Definitive Agreement
has been executed and delivered, and you also agree that unless and until a
Definitive Agreement between the Company and/or its stockholders and you
with respect to any Acquisition Transaction involving the Company has been
executed and delivered, neither the Company nor its stockholders has any
legal obligation of any kind whatsoever with respect to any such
transaction by virtue of this agreement or any other written or oral
expression with respect to such transaction except, in the case of this
agreement, for the matters specifically agreed to herein. For purposes of
this paragraph, the term "Definitive Agreement" does not include an
executed letter of intent or any other preliminary written agreement, nor
does it include any written or verbal agreement in principal or acceptance
of an offer or bid on your part. You further acknowledge and agree that
(a) we and our Representatives are free to conduct the process leading up
to any Acquisition Transaction as we and our Representatives, in our sole
discretion, determine (including, without limitation, by negotiating with
any prospective buyer and entering into a preliminary agreement or
Definitive Agreement without prior notice to you or any other person), (b)
we reserve the right, in our sole discretion, to change the procedures
relating to our consideration of an Acquisition Transaction at any time
without prior notice to you or any other person, to reject any and all
proposals made by you or any of your Representatives with regard to an
Acquisition Transaction, and to terminate discussions and negotiations with
you at any time and for any reason, and (c) unless and until a written
Definitive Agreement with you concerning an Acquisition Transaction has
been executed, neither we nor any of our Representatives will have any
liability to you with respect to any Acquisition Transaction, whether by
virtue of this letter agreement, any other written or oral expression with
respect to an Acquisition Transaction or otherwise.
10. You acknowledge that remedies at law may be inadequate to protect us
against any actual or threatened breach of this letter agreement by you or
by your Representatives, and, without prejudice to any other rights and
remedies otherwise available to us, you agree to the granting of injunctive
relief in our favor without proof of actual damages. In the event of
litigation relating to this letter agreement, if a court of competent
jurisdiction determines that this letter agreement has been breached by you
or by your Representatives, then you will reimburse the Company for its
costs and expenses (including, without limitation, legal fees and expenses)
incurred in connection with all such litigation.
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11. You agree that no failure or delay by us in exercising any right, power or
privilege hereunder will operate as a waiver thereof, nor will any single
or partial exercise thereof preclude any other or further exercise thereof
or the exercise of any right, power or privilege hereunder.
12. This letter agreement is for the benefit of the Company, Xxxxxx Xxxxxxx and
their respective directors, officers, stockholders, owners, affiliates and
agents and will be governed by, and construed in accordance with, the laws
of the State of New York, without giving effect to principles of conflicts
of laws.
13. This letter agreement contains the entire agreement between you and us
concerning the confidentiality of the Information, and no modifications of
this letter agreement or waiver of the terms and conditions hereof will be
binding upon you or us, unless approved in writing by each of you and us.
Please confirm your agreement with the foregoing by signing and returning to the
undersigned the duplicate copy of this letter enclosed herewith.
Very truly yours,
RENAISSANCE GROUP HOTEL N.V.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
Accepted and Agreed as of the date
set forth below:
MARRIOTT INTERNATIONAL, INC
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By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
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Title Senior Vice President, Business Development
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Date: January 10, 1997
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