EXHIBIT 4
WF HOLDINGS, INC.
C/O PERSEUS, L.L.C.
0000 XXXXXXXXXXXX XXXXXX, XX
XXXXXXXXXX, X.X. 00000
April 8, 2004
Xxxxx Fargo & Company
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Xxxxx Fargo Capital Management Incorporated
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
RE: VOTING AGREEMENT AND IRREVOCABLE PROXY
Ladies and Gentlemen:
Reference is made to the Merger Agreement, dated as of January 30,
2004, as amended (the "Merger Agreement), by and among Workflow Management, Inc.
("Workflow"), WF Holdings, Inc. ("WF") and WFM Acquisition Sub, Inc., providing
for the acquisition of Workflow by WF (the "Merger").
This letter will confirm our agreement that, because WF has agreed to
increase the cash price per share payable to stockholders of Workflow in the
proposed Merger to $5.56 per share, each of Xxxxx Fargo & Company and Xxxxx
Fargo Capital Management Incorporated (collectively, "Xxxxx Fargo") agrees, on
the terms and conditions set forth in this letter agreement, to vote the Shares
(as defined below) in favor of the Merger. More specifically, Xxxxx Fargo
represents and agrees to the following:
1. Xxxxx Fargo on the date hereof has, and as of February 23, 2004 had,
directly or indirectly, sole voting and dispositive authority with
respect to approximately 1,947,200 shares of Workflow common stock (the
"Shares").
2. Xxxxx Fargo agrees to vote, or cause to be voted, the Shares in favor
of the Merger Agreement to reflect the $5.56 share price.
3. Xxxxx Fargo shall remain free to sell, transfer or otherwise dispose of
the Shares at any time, provided that it does not sell, transfer or
otherwise dispose of its right to vote the Shares in favor of the
Merger Agreement.
4. WF has relied on the agreements of Xxxxx Fargo contained herein in
determining to increase the merger consideration. Accordingly, Xxxxx
Fargo hereby grants to WF a proxy coupled with an interest, to vote, or
cause to be voted, the Shares in favor of the Merger Agreement in
accordance with the terms of this agreement. Notwithstanding the
foregoing, the proxy granted hereunder shall automatically terminate
with respect to any Shares to the extent Xxxxx Fargo's voting power (or
power to grant a proxy) with respect to such Shares is terminated.
5. Except as otherwise provided herein, this letter agreement, and the
proxy coupled with an interest granted hereunder, shall automatically
terminate upon the earlier to occur of (i) the effective time of the
Merger; (ii) the termination of the Merger Agreement in accordance with
its terms; (iii) the announcement of an alternative transaction (by way
of merger, consolidation, reorganization, recapitalization or
refinancing) with respect to Workflow which Xxxxx Fargo determines, in
good faith, it must support in order to comply with its fiduciary
duties to its clients; and (iv) April 30, 2004.
6. Notwithstanding anything to the contrary herein, Xxxxx Fargo is signing
this letter agreement solely in its capacity as a beneficial owner of
shares of Workflow common stock (as determined under Rule 13d-3 of the
Securities Exchange Act of 1934, as amended), acting as discretionary
manager on behalf of its clients, and nothing herein shall be construed
to prohibit, prevent or preclude Xxxxx Fargo from taking or not taking
any action which would violate, or be reasonably be construed to
violate, Xxxxx Fargo's fiduciary duties as determined in good faith by
Xxxxx Fargo.
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Please acknowledge Xxxxx Fargo's agreement to be bound by the terms of
this letter agreement by countersigning below and faxing a copy of this
letter to my attention at (000) 000-0000. Thank you.
Very truly yours,
WF HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Agreed:
XXXXX FARGO & COMPANY
By:
-------------------------------
Name:
XXXXX FARGO CAPITAL MANAGEMENT INCORPORATED
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
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