EXHIBIT 3.2
Support/Voting Agreement
October 8, 1998
Cardinal Health, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Re: Support/Voting Agreement
Dear Sirs:
The undersigned understands that Cardinal Health, Inc.
("Cardinal"), Boxes Merger Corp., a wholly owned subsidiary of Cardinal
("Subcorp"), and Allegiance Corporation ("Allegiance") are entering into an
Agreement and Plan of Merger, dated the date hereof (the "Agreement"), providing
for, among other things, a merger between Subcorp and Allegiance (the "Merger")
in which all of the outstanding shares of capital stock of Allegiance will be
exchanged for common shares, without par value, of Cardinal.
The undersigned is a stockholder of Allegiance (the
"Stockholder") and is entering into this letter agreement to induce you to enter
into the Agreement and to consummate the transactions contemplated thereby.
The Stockholder confirms its agreement with you as follows:
1. The Stockholder represents, warrants and agrees that
Schedule I annexed hereto sets forth the shares of the capital stock of
Allegiance of which the Stockholder or any of its controlled affiliates (its
"Controlled Affiliates"; "controlled" and "affiliate" as defined under the
Securities Exchange Act of 1934, as amended) is the record or beneficial owner
(the "Shares") and that the Stockholder and its Controlled 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 Stockholder nor any of its
Controlled Affiliates own or hold any rights to acquire any additional shares of
the capital stock of Allegiance (other than pursuant to Allegiance Options) or
any interest therein or any voting rights with respect to any additional shares.
2. The Stockholder agrees that it will not, will not permit
any company, trust or other entity controlled by the Stockholder to, and will
not permit any of its Controlled 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, (ii) with your prior written consent, or (iii) to the
extent contractually required as of the time immediately preceding the execution
of this letter agreement, to the extent such contractual requirement is
disclosed in Schedule I.
3. The Stockholder agrees to, will cause any company, trust or
other entity controlled by the Stockholder to, and will cause its Controlled
Affiliates to, cooperate fully with you in connection with the Agreement and the
transactions contemplated thereby. The Stockholder 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 Controlled Affiliates
to, directly or indirectly (including through its directors, officers, employees
or other representatives), 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 Allegiance, or acquisition
of any capital stock (other than upon exercise of Allegiance Options that are
outstanding as of the date hereof) or 30% or more of the assets of Allegiance
and its subsidiaries, taken as a whole, in a single transaction or a series of
related transactions, or any acquisition by Allegiance of any material assets or
capital stock of any other person, 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; provided, however, that nothing
herein shall prevent the Stockholder from taking any action, after having
notified Cardinal thereof, or omitting to take any action solely as a member of
the Board of Directors of Allegiance required so as not to violate such
Stockholder's fiduciary obligations as a director of Allegiance after
consultation with outside counsel.
4. The Stockholder agrees that all of the Shares beneficially
owned by the Stockholder or its Controlled Affiliates (except, in each case,
Shares subject to unexercised Allegiance Options), or over which the Stockholder
or any of its Controlled Affiliates has voting power or control, directly or
indirectly (including any common shares of Allegiance acquired after the date
hereof), at the record date for any meeting of stockholders of Allegiance 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 Stockholder or its Controlled Affiliates in favor of the Merger and the
Agreement and the transactions contemplated thereby and that neither the
Stockholder nor any of its Controlled Affiliates will vote such Shares in favor
of any Competing Transaction during the term of this letter agreement.
5. The Stockholder has all necessary power and authority to
enter into this letter agreement. This letter agreement is the legal, valid and
binding agreement of the Stockholder, and is enforceable against the Stockholder
in accordance with its terms.
6. The Stockholder agrees that damages are an inadequate
remedy for the breach by the Stockholder of any term or condition of this letter
agreement and that you shall be
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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 Delaware.
All actions and proceedings arising out of or relating to this letter agreement
shall be heard and determined in any Delaware state or federal court sitting in
the City of Wilmington, Delaware.
8. Each of the parties hereto irrevocably submits to the
exclusive jurisdiction of the state courts of Delaware and to the jurisdiction
of the United States District Court for the District of Delaware 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
Delaware state or federal court sitting in the City of Wilmington, Delaware.
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.
9. 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.
10. Capitalized terms not defined in this letter agreement
shall have the meaning assigned to them in the Agreement.
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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. Please confirm that the foregoing
correctly states the understanding between us by signing and returning to me a
counterpart hereof.
Very truly yours,
By:/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Confirmed on the date
first above written.
CARDINAL HEALTH, INC.
By:/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title:
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SCHEDULE I
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STOCK OWNERSHIP
OF XXXXXX X. XXXXXX
SUPPORT/VOTING AGREEMENT
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As of September 30, 1998
Owned Beneficially (including BOXES Options): 1,066,744 shares
Owned of Record: 265,807 shares
