Xxxxxx Laboratories
000 Xxxxxx Xxxx Xxxx
Xxxxxx Xxxx, Xxxxxxxx
March 13, 1998
________________________
________________________
________________________
Ladies and Gentlemen:
This letter is to confirm our agreement regarding all of the
___________ common shares, without par value, (the "Shares") of
International Murex Technologies Corporation, a British Columbia
corporation (the "Company") held by you. In order to induce
Xxxxxx Laboratories, an Illinois corporation ("Buyer") to enter
into an Acquisition Agreement, to be dated as of the date hereof
between the Company and Buyer (the "Acquisition Agreement"), you
hereby agree as follows:
Subject to the terms and conditions hereof, on or prior to
the expiration date of the tender offer to be commenced by Buyer
pursuant to the Acquisition Agreement (the "Tender Offer"), you
will tender to Buyer, or cause to be tendered, all of the Shares,
regardless of whether a higher offer for such Shares has been
made. If you withdraw your tender of Shares in the Tender Offer,
you shall immediately, but in no event later than the expiration
date of the Tender Offer re-tender such Shares to Buyer.
You hereby grant to Buyer the option (the "Option") to
purchase any or all the Shares, at a price of at least $13.00 per
Share, until the date (the "Expiration Date") that is: (i) the
date the Acquisition Agreement is terminated in accordance with
its terms, unless such termination is an Applicable Termination
(as defined below), in which case the Option shall continue as
provided in the following clause (ii); or (ii) after an
Applicable Termination, the date that is the later of (A) five
business days following an Applicable Termination and (B) two
business days following the receipt by Buyer of any of the
governmental consents or approvals or the termination or
expiration of any waiting periods referred to in Section
4.4(b)(ii), (iii), (iv) and (v) of the Acquisition Agreement;
provided, however, in no event shall the Option be exercisable
-------- -------
after August 31, 1998. An "Applicable Termination" shall mean
any termination of the Acquisition Agreement pursuant to Sections
8.1(d), 8.1(e) or 8.1(f) thereof.
You hereby agree not to sell, transfer or encumber the
Shares (except in the Tender Offer or to Buyer) during the term
of this letter agreement.
You hereby represent and warrant as to the Shares that (i)
you are the sole owner of and have full right, power and
authority to sell and vote the Shares, or if you are not the sole
owner, you have the full right, power and authority to sell the
Shares, and in either event, this letter agreement is a valid and
binding agreement, enforceable against you, in accordance with
its terms; (ii) neither the execution of this letter agreement
nor the consummation by you of the transactions contemplated
hereby will constitute a violation of, or conflict with, or
default under, any contract, commitment, agreement,
understanding, arrangement or restriction of any kind to which
you are a party or by which you or the Shares are bound; and
(iii) Buyer or its subsidiary shall upon purchase of the Shares
receive good and marketable title to the Shares, free and clear
of all liens, claims, encumbrances and security interests of any
kind.
Buyer hereby represents and warrants that it has the
corporate power and it is duly authorized to enter into this
letter agreement.
You hereby agree to vote all of the Shares, and any other
common shares of the Company which you may own, or have the power
to vote, (i) in the manner directed by Xxxxx with respect to any
matters related to the acquisition of the Company by Xxxxx and
(ii) against any other amalgamations, mergers, recapitalizations,
business combinations, sales of assets, liquidations or similar
transactions involving the Company, or any other matters which
would be inconsistent with Buyer s intended acquisition of the
Company. In furtherance of your voting agreement in this
paragraph, you hereby revoke any and all previous proxies with
respect to any of the Shares and grants to Buyer and such
individuals or corporations as Buyer may designate an irrevocable
proxy to vote all of the Shares owned by you in accordance with
this paragraph on any matters which may be presented to
shareholders of the Company with respect to any matters related
to the acquisition of the Company by Buyer or any other
amalgamations, mergers, recapitalizations, business combinations,
sales of assets, liquidations or similar transactions involving
the Company, or any other matters which would be inconsistent
with Buyer s proposed acquisition of the Company. In addition,
you hereby agree to execute such additional documents as Xxxxx
may reasonably request to effectuate its voting rights under this
paragraph.
We each hereby agree that this letter agreement creates
legally binding commitments, enforceable in accordance with their
terms. This letter agreement and the Acquisition Agreement (i)
constitute the entire agreement among the parties hereto with
respect to the subject matter hereof and (ii) supersede all other
prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
This Agreement is not intended to confer upon any other person
any rights or remedies hereunder.
This letter agreement may be terminated at any time (i) by
mutual written consent of the parties hereto or (ii) by either
party on or after the Expiration Date. Notwithstanding the
foregoing, such right of termination shall not be available to
any party whose breach of any obligation hereunder has been the
cause of or resulted in the failure of the transactions
contemplated hereunder to be consummated. No such termination
shall relieve any party from liability for any breach of this
letter agreement.
Each party shall be entitled, without prejudice to the
rights and remedies otherwise available to such party, to
specific performance of all of the other party's obligations
hereunder. This Agreement shall be governed by and construed in
accordance with the internal laws (and not the law of conflicts)
of the State of Illinois. Each of the parties shall pay its own
expenses in connection with the execution and performance of this
letter agreement.
If any term, provision, covenant or restriction of this
letter agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this letter agreement
shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
Please indicate your agreement to the foregoing by signing
this letter agreement in the space provided below, whereupon a
binding agreement will have been formed between us in respect of
the foregoing.
Sincerely,
XXXXXX LABORATORIES
By:_____________________
Name:
Title:
Acknowledged and agreed:
__________________________
By:_______________________
Name:
Title:
