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EXHIBIT 99.01
May 23, 1997
Cardinal Health, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Re: Support/Voting Agreement
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Dear Sirs:
The undersigned understands that Cardinal Health, Inc. ("Cardinal"),
Hub Merger Corp., a wholly owned subsidiary of Cardinal ("Subcorp"), and
MediQual Systems, Inc. ("MediQual") are entering into an Agreement and Plan of
Merger, to be dated on or about the date hereof (the "Agreement"), providing
for, among other things, a merger between Subcorp and MediQual (the "Merger"),
in which outstanding shares of capital stock of MediQual will be exchanged for
common shares, without par value, of Cardinal.
The undersigned is a shareholder of MediQual (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 MediQual of which
the Shareholder or its affiliates (as defined under the Securities Exchange Act
of 1934, as amended) is the beneficial owner (the "Shares") and that the
Shareholder and its affiliates are on the date hereof the lawful owners 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 in Schedule I. Except for the Shares set forth in Schedule I, neither
the Shareholder nor any of its affiliates own or hold any rights to acquire any
additional shares of the capital stock of MediQual (other than pursuant to stock
options or conversion rights with regard to any of the Shares in each case as
disclosed on Schedule I) or any interest therein or any voting rights with
respect to any additional shares. In addition, if the Shares include Class B
Preferred Stock or Class C Preferred Stock of MediQual, the Shareholder
represents and warrants that it has delivered to MediQual its written consent
under Section 6 of the Amended and Restated Certificate of Incorporation of
MediQual (the "Certificate") to the authorization of the Merger by the Board of
Directors of MediQual.
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Cardinal Health, Inc.
May 23, 1997
Page 2
2. The Shareholder agrees that it will not, will not permit any
company, trust or other entity controlled by the Shareholder to, and will not
permit any of its affiliates 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 or (ii) with your prior written consent.
3. The Shareholder agrees that it will cause any company, trust or
other entity controlled by the Shareholder to, and will cause its affiliates 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 not permit any of its affiliates to, directly or
indirectly (including through its directors, officers, employees or other
representatives) (i) 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 recapitalization, merger, consolidation or
other business combination involving MediQual, or acquisition of any capital
stock (other than upon exercise of MediQual Options which are outstanding as of
the date hereof) or any material portion of the assets (except for acquisition
of assets in the ordinary course of business consistent with past practice) of
MediQual, or any combination of the foregoing (a "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 or (ii) if the Shares include Class A Preferred Stock, Class B
Preferred Stock or Class C Preferred Stock of MediQual, provide, participate in
the giving of, or consent to or acquiesce in the giving of a written request
with respect to the redemption of any shares of capital stock of MediQual
pursuant to Section 5(b) of the Certificate. Anything herein to the contrary
notwithstanding, the Shareholder agrees that its agreement in clause (ii) of the
preceding sentence shall remain in effect until January 2, 1998, and shall
survive termination of this agreement prior to such date.
4. The Shareholder agrees that all of the Shares beneficially owned by
the Shareholder or its affiliates (except shares subject to unexercised stock
options), or over which the Shareholder or any of its affiliates has voting
power or control, directly or indirectly (including any shares of capital stock
of MediQual acquired after the date hereof), at the record date for any meeting
of shareholders of MediQual 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 by the Shareholder or its affiliates in
favor of the approval of the Merger and the Agreement and the transactions
contemplated thereby and that neither the Shareholder nor any of its affiliates
will vote such Shares in favor of any Competing Transaction during the term of
this letter agreement.
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Cardinal Health, Inc.
May 23, 1997
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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 Ohio. All
actions and proceedings arising out of or relating to this letter agreement
shall be heard and determined in any Ohio state or federal court sitting in the
City of Columbus.
8. Each of the parties hereto irrevocably submits to the exclusive
jurisdiction of the state courts of Ohio and to the jurisdiction of the United
States District Court for the Southern District of Ohio, 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 Ohio state
or federal court sitting in the City of Columbus. 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.
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.
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,
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Cardinal Health, Inc.
May 23, 1997
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Confirmed on the date
first above written.
Cardinal Health, Inc.
By:
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