Exhibit 99.1
September 14, 1999
Motorola, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention:
Ladies and Gentlemen:
The undersigned understands that Motorola, Inc. ("Parent"), Lucerne
Acquisition Corp. ("Merger Sub") and General Instrument Corporation (the
"Company") are entering into an Agreement and Plan of Merger, dated as of
September 14, 1999 (the "Merger Agreement"), providing for, among other
things, a merger of Merger Sub with and into the Company (the "Merger"), in
which all of the outstanding shares of common stock, par value $.01 per
share, of the Company (the "Company Common Stock") will be exchanged for
shares of common stock, par value $3.00 per share, of Parent. Terms that are
defined in the Merger Agreement but that are not defined in this letter
agreement will have the meaning ascribed in the Merger Agreement.
The undersigned is a stockholder and warrantholder of the Company
and is entering into this letter agreement to induce you to enter into the
Merger Agreement and to consummate the transactions contemplated thereby.
The undersigned confirms its agreement with you as follows:
1. The undersigned represents, warrants and agrees that Schedule I
annexed hereto sets forth (a) the number of shares of Company Common Stock
(the "Shares") of which the undersigned is the record or beneficial owner and
(b) the number of warrants (the "Warrants") which are exercisable for the
number of shares of Company Common Stock set forth therein, of which the
undersigned is the record or beneficial owner. The undersigned represents,
warrants and agrees that, as of the date hereof, the undersigned owns such
Shares and Warrants, free and clear of all liens, charges, encumbrances,
voting agreements and commitments of every kind; provided, however, that the
parties acknowledge that Warrants to purchase 4,928,000 shares of Company
Common Stock are currently vested and exercisable and that the remainder of
the undersigned's Warrants are not vested and are subject to contingencies
outside the control of the undersigned.
2. The undersigned agrees that it will not, and will not agree to,
sell or otherwise transfer or dispose of any of the Shares, or any interest
therein, or Warrants, or any Shares obtained upon the exercise of Warrants,
or any other securities convertible into or exchangeable for Company Common
Stock or any voting rights with respect thereto, other than: (a) pursuant to
the Merger or (b) with your prior written consent or (c) not later than 30
days prior to the Merger, and in such case only if at the time of such sale,
transfer or other disposition a valid and irrevocable proxy coupled with an
interest (in form reasonably satisfactory to Parent) is delivered to Parent
requiring and allowing Parent to vote the Shares in favor of the Merger, the
Merger Agreement and the other transactions contemplated by the Merger
Agreement (provided that such proxy shall be terminable upon a termination of
this letter agreement pursuant to paragraph 7 hereof). Notwithstanding the
foregoing, the undersigned may pledge or grant a security interest in, or may
acquire or dispose of derivative securities (as defined in Rule 16a-1 under
the Exchange Act) relating to, shares of Company Common Stock, provided that
(i) any transferee of shares of Company Common Stock or voting rights in such
transaction agrees to be bound by this agreement and (ii) such transaction
does not disqualify the Merger from being treated as a "pooling-of-interests"
for accounting purposes.
3. The undersigned agrees that all of the Shares (including any
Shares issued upon exercise of any Warrants exercised prior to the record
date referred to below) that are beneficially owned by the undersigned at the
record date for any meeting of stockholders of the Company called to consider
and vote to approve the Merger Agreement, the Merger and other transactions
contemplated by the Merger Agreement will be voted by the undersigned in
favor thereof, provided that the foregoing shall not require the undersigned
to exercise any Warrants.
4. The undersigned agrees to use commercially reasonable efforts
to cooperate fully with you in connection with the Merger Agreement and the
transactions contemplated thereby, including, without limitation, by
executing an affiliate letter provided for in Section 6.9 of the Merger
Agreement within the applicable time periods specified in Section 6.9 of the
Merger Agreement. The undersigned agrees that it will not initiate or
solicit any discussions, inquiries or proposals with any third party that
constitute or may reasonably be expected to lead to an Acquisition Proposal
or an Acquisition Agreement. Notwithstanding any provision of this agreement
to the contrary, the undersigned may vote Shares which it beneficially owns
in favor of an Acquisition Proposal or any Acquisition Agreement, so long as
the undersigned is in compliance with its obligations under this agreement
including the obligations of this paragraph
5. The parties acknowledge and agree that nothing herein contained
shall restrict, limit or prohibit any officer of director of the undersigned
or its affiliates who is also a director of the Company or any other person
who may subsequently make an Acquisition Proposal from exercising (in his or
her capacity as a director of the Company or any such person) his or her
fiduciary duties as such a director.
6. Subject to the restrictions of any affiliate letter referred to
in paragraph 4 above, at any time after the expiration of 120 days after the
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Effective Time (as defined in the Merger Agreement), Parent will, if
requested by Holders with respect to at least $250 million in market value
(calculated as of the date of the request) of shares of Parent Common Stock
that were issued in the Merger in exchange for Shares of Company Common Stock
beneficially owned by the undersigned or upon exercise of Warrants, as
expeditiously as practicable, file a registration statement on an appropriate
form under the Securities Act to permit the sale or other disposition of such
shares of Parent Common Stock ("Registrable Parent Shares") in accordance
with the intended method of disposition requested by the undersigned (which
shall be an underwritten public offering or block trade and shall not be a
shelf or continuous or delayed offering). Each Holder will provide all
information reasonably requested by Parent for inclusion in any registration
statement to be filed pursuant to this agreement. Parent shall use its
reasonable best efforts to cause such registration statement first to become
effective and then to remain effective for such period of time (not to exceed
90 days from the day such registration statement first becomes effective,
subject to extension to the extent of any suspension in the obligation to
keep effective provided below) as may be reasonably necessary to effect such
sales or other dispositions. The registration effected under this agreement
shall be at Parent's expense except for underwriting or broker's discounts or
commissions and the fees and disbursements of such Xxxxxx's counsel
attributable to the sale of Registrable Parent Shares. In no event shall
Parent be required to effect more than two registrations hereunder (plus one
registration in respect of Parent Common Stock issuable under Warrants
exercised after the second anniversary of the Merger (the "extra right")),
and Pared to effect one registration in any 12-month period. The filing of
and obligation to keep effective any registration statement required
hereunder may be delayed for such period of time or suspended (not to exceed
an aggregate of 90 days in any 12-month period) as may reasonably be required
to (a) facilitate any public distribution by Parent of Parent Common Stock or
(b) if a special audit of Parent would otherwise be required in connection
therewith or (c) if Parent in good faith determines that it would be
advisable to disclose in such registration certain information which it is
not in the best interests of Parent to disclose at such time. If requested
by the undersigned in connection with such registration, Parent shall become
a party to any underwriting agreement relating to the sale of such shares on
terms, including obligations and indemnities, which are customary for parties
similarly situated and will provide such assistance to Holders in their
selling efforts as is reasonable under the circumstances including the size
of the offering in question. The undersigned shall coordinate among and on
behalf of all Holders in the exercise of the foregoing rights so that Parent
may deal solely with the undersigned in the administration thereof. For
purposes of the foregoing, a "Holder" shall mean the undersigned or its
affiliate and up to two (i) pledgees of the undersigned or its affiliate so
identified to Parent at the time of pledge or (ii) counterparties of the
undersigned or its affiliate in any transaction in which the value of the
security in question relates to or is based upon the value of Parent Common
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Stock, which counterparty is identified to Parent at the time of entering
into such transaction.
The foregoing registration rights (1) shall be in lieu of any
registration rights the undersigned may have with respect to Shares, Warrants
or Company Common Stock, all of which shall terminate upon the Merger, and
(2) shall expire upon the second anniversary of the extra right, the fourth
anniversary of the Merger).
7. The undersigned represents and warrants that the undersigned
has all necessary power and authority to enter into this letter agreement;
and that this agreement is the legal, valid and binding agreement of the
undersigned, and is enforceable against the undersigned in accordance with
its terms.
8. This letter agreement may be terminated at the option of either
party at any time after the earliest of (a) termination of the Merger
Agreement in accordance with its terms, (b) the day following the Effective
Time (provided that any termination pursuant to this clause (b) shall not
terminate paragraph 5 hereof), (c) immediately following the first meeting of
the Company's stockholders at which the approval of the Merger and the Merger
Agreement are submitted to the Company's stockholders for their approval and
such matters are not approved, after a vote thereon, by the requisite
percentage of the stockholders of the Company, (d) immediately following the
first meeting of Parent's stockholders at which any matters relating to the
Merger or the shares of Parent Common Stock issuable in connection therewith
are submitted to Parent's stockholders for their approval and such matters
are not approved, after a vote thereon, by the requisite percentage of the
stockholders of Parent and (e) the effectiveness of any amendment,
modification or supplement to, or waiver under, the Merger Agreement which
amendment, modification, supplement or waiver would have an adverse effect
upon the undersigned's rights upon or the consideration payable in the
Merger, unless consented to in writing by the undersigned.
9. By execution hereof, Parent and the Company hereby agree not to
waive the conditions to the consummation of the Merger set forth in Sections
7.2 (c) and 7.3(c) of the Merger Agreement, respectively, relating to the
delivery of tax opinions with respect to the Merger.
10. This agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
Please confirm that the foregoing correctly states the
understanding between us and you by signing and returning to us a counterpart
hereof.
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Very truly yours,
LIBERTY MEDIA CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and
General Counsel
Confirmed as of the date
first above written:
MOTOROLA, INC.
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President and
President, Americas Region
GENERAL INSTRUMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman of the Board and
Chief Executive Officer
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SCHEDULE I
Number of Shares Owned
31,356,000 shares.
Number of Warrants Owned and Shares Issuable Upon Exercise of Such Warrants
21,356,000 Warrants exercisable for 21,356,000 shares of Company Common
Stock.
