EXHIBIT 2.3
November 18, 1998
Phoenix International Life Sciences Inc.
0000 Xxxxx Xxxxxx
Xxxxx Xxxxxxx (Xxxxxxxx), Xxxxxx
Xxxxxx X0X 0X0
Re: Support/Voting Agreement
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Dear Sirs:
The undersigned understands that Phoenix International Life
Sciences Inc. ("Buyer"), Phoenix Merger Sub Corp., a wholly owned subsidiary of
Buyer and Chrysalis International Corporation (the "Company") are entering into
an Agreement and Plan of Merger, dated the date hereof (the "Agreement"),
providing for, among other things, a merger between Merger Sub and Chrysalis
(the "Merger"), in which all of the outstanding shares of capital stock of the
Company will be exchanged for the Merger Consideration, as defined in Sections
1.01 and 1.07 of the Agreement.
The undersigned, is a stockholder of the Company (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
undersigned is entering into this letter agreement solely in the undersigned's
capacity as a stockholder of the Company.
The Stockholder, intending to be legally bound hereby agrees
as follows:
1. The Stockholder represents, warrants and agrees that
Schedule I annexed hereto sets forth the shares of the capital stock of the
Company of which the Stockholder or his, her, or its affiliates (as defined
under the Securities Exchange Act of 1934, as amended), other than the directors
of Stockholder, is the record or beneficial owner (the "Shares") and that the
Stockholder and his, her, or its affiliates, other than the directors of
Stockholder, 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 as set forth in Schedule I, neither the Stockholder nor any of his,
her, or its affiliates, other than the directors of Stockholder, own or hold any
rights to acquire any additional shares of the capital stock of the Company (by
exercise of stock options or otherwise) 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 affiliates to, contract to sell, sell or otherwise
transfer or dispose of any of the Shares of 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 Stockholder agrees to, will cause any company, trust or
other entity controlled by the Stockholder to, and will cause his, her, or its
affiliates to, cooperate fully with you in connection with the Agreement and the
transactions contemplated thereby. The Stockholder agrees that it will not, will
not permit any such company, trust or other entity to, and will not permit any
of his, her, or its affiliates to, directly or indirectly (including through
his, her, or its officers, directors, employees or other representatives) to
solicit, initiate, encourage or facilitate the making of any proposal with
respect to any recapitalization, merger, consolidation or other business
combination involving the Company, or acquisition of any capital stock or any
material portion of the assets of the Company, or any combination of the
foregoing (a "Competing Transaction"), or negotiate, explore or otherwise engage
in discussions with any person (other than Buyer, Merger Sub 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.
4. The Stockholder agrees that all of the Shares beneficially
owned by the Stockholder or his, her, or its affiliates, or over which the
Stockholder or any of his, her, or its affiliates has voting power or control,
directly or indirectly (including any common shares of the Company acquired
after the date hereof), at the record date for any meeting of stockholders of
the Company called to consider and vote to approve the Merger and the Agreement
and/or the transactions contemplated thereby will be voted by the Stockholder or
his, her, or its affiliates in favor thereof and that neither the Stockholder
nor any of his, her, or its affiliates will vote such Shares in favor of any
Competing Transaction.
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 Stockholder 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.
This letter agreement may be terminated at the option of any
party upon the earlier of (i) termination of the Agreement and (ii) the Merger
Date (as defined in the Agreement).
-2-
Please confirm that the foregoing correctly states the
understanding between us by signing and returning to me a counterpart hereof.
Very truly yours,
/s/ J. Xxxxxxxxx Xxxxxx
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J. Xxxxxxxxx Xxxxxx
Confirmed on the date
first above written.
PHOENIX INTERNATIONAL LIFE SCIENCES INC.
By: /s/ Xxxx-Xxxx Xxxxx
-----------------------------------------------
Name: Xxxx-Xxxx Xxxxx
Title: Senior Vice President and Secretary
-3-
SCHEDULE I
Number of Shares Owned
636,862
Liens, Charges, Encumbrances, Voting Agreements and Commitments of Every Kind in
Respect of Shares
1. Stockholders' Agreement, dated as of December 18, 1996, among
Chrysalis (successor to DNX Corporation), Xx. Xxxxxx Xxxxxxxxxxx,
as Trustee and Employee Trustee, Xxxxxxx Xxxxxxxx, as Trustee, Xx.
Xxxx Xxxxxx, Xxxx Xxxxxx, Xx. Xxxx Xxxxxxxxx, Xxxxxx N.V., Xxxxxx
Xxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxxxxxx
Xxxxx-Xxxxxx.
Rights to Acquire any Additional Shares of the Capital Stock of the Company (by
exercise of Stock Options or Otherwise) or any Interest therein or any Voting
Rights with respect to any Additional Shares
50,000
