Exhibit 10.8
October 3, 1999
Gemstar International Group Limited
000 Xxxxx Xxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Re Agreement of Principal Stockholder Concerning Transfer
and Voting of Shares of TV Guide, Inc.
------------------------------------------------------
The undersigned understands that Gemstar International Group Limited,
a British Virgin Islands corporation ("Gemstar"), and TV Guide, Inc., a Delaware
corporation (the "Company"), of which the undersigned is a stockholder, are
prepared to enter into an agreement for the merger (the "Merger") of G
Acquisition Subsidiary Corp., a Delaware corporation, into the Company, but that
Gemstar has conditioned its willingness to proceed with such agreement (the
"Merger Agreement") upon Gemstar's receipt from the undersigned of assurances
satisfactory to Gemstar of the undersigned's support of and commitment to the
Merger. The undersigned is familiar with the Merger Agreement and the terms and
conditions of the Merger. In order to evidence such commitment and to induce
Gemstar to enter into the Merger Agreement, the undersigned hereby represents
and warrants to Gemstar and agrees with Gemstar as follows:
1. Voting. The undersigned will vote or cause to be voted all shares
------
of capital stock of the Company owned of record or beneficially owned or held in
any capacity by the undersigned or under the control of the undersigned in favor
of the Merger and other transactions provided for in or contemplated by the
Merger Agreement and against any inconsistent proposals or transactions.
2. Ownership.
---------
(a) As of the date hereof, Schedule 1 hereto sets forth the equity
shares of the Company owned by the undersigned of record or beneficially,
including shares issuable upon the exercise or conversion of options or
convertible securities of the Company (collectively, the "Shares").
(b) The undersigned hereby represents and warrants that, as of the
date hereof, the undersigned does not own a significant number of ordinary
shares of Gemstar, and the undersigned shall, within five business days hereof,
complete and deliver to Gemstar, Schedule 2 hereto setting forth the number of
ordinary shares of Gemstar owned by the undersigned or any subsidiary of the
undersigned as of the date hereof. The undersigned covenants that during the
period from the date of the Merger Agreement and continuing until the earlier of
the termination of the Merger Agreement pursuant to its terms or the Effective
Time (the "Restricted Period") the
Page 26 of 28 Pages
undersigned will not, and will cause each of its subsidiaries and Controlled
Related Parties (as defined in the Stockholder Agreement) not to, purchase of
record or beneficially any securities of Gemstar.
3. Restriction on Transfer. During the Restricted Period, except
-----------------------
for transfers to Liberty Media Corporation or a controlled affiliate thereof,
the undersigned will not sell, transfer, pledge or otherwise dispose of any of
the Shares or any interest therein or agree to sell, transfer, pledge or
otherwise dispose of any of the Shares or any interest therein, without your
express written consent, provided that the undersigned may pledge the Shares to
secure bone fide indebtedness or bona fide monetization transactions or to
secure the obligations of a person in connection with derivative transactions
and settlement obligations thereunder (including, without limitation, puts,
calls, collars, swaps, etc.) with respect to the Shares, provided that the terms
of such derivative transaction permit cash settlement of a party's obligations
thereunder and do not restrict the undersigned's obligation to vote the pledged
Shares in accordance with Section 1 hereof.
4. Grant of Irrevocable Proxy; Appointment of Proxy.
------------------------------------------------
(a) The undersigned irrevocably grants to, and appoints, Xxxxx X.
Xxxx and Xxxxx Ma Xxxxx, in their respective capacities as officers of Gemstar,
any individual who hereafter shall succeed to any such office of Gemstar, and
each of them individually, the undersigned's proxy and attorney-in-fact (with
full power of substitution), for and in the undersigned's name, place and stead,
to vote the Shares, or grant a consent or approval in respect of such Shares, in
accordance with the undersigned's covenants in Section 1 hereof.
(b) The undersigned represents that any proxies heretofore given in
respect of the Shares are not irrevocable, and that all such proxies are hereby
revoked.
(c) The undersigned hereby affirms that the irrevocable proxy set
forth in this Section 4 is given in connection with the execution of the Merger
Agreement, and that such irrevocable proxy is given to secure the undersigned's
performance under this letter agreement. The undersigned hereby further affirms
that the irrevocable proxy is coupled with an interest and may under no
circumstances be revoked. The undersigned hereby ratifies and confirms all that
such irrevocable proxy may lawfully do or cause to be done by virtue hereof.
5. Termination. This letter agreement and the undersigned's obligations
-----------
hereunder will terminate concurrently with any termination of the Merger
Agreement.
6. Effective Date; Succession. Upon your acceptance and execution of
--------------------------
this letter agreement, this letter agreement shall mutually bind and benefit
you and the undersigned, any of the undersigned's heirs, successors and assigns
and any of your successors. You will not assign the benefit of this letter
agreement other than to a wholly-owned subsidiary.
7. Nature of Holdings; Shares. All references herein to the
--------------------------
undersigned's holdings of the Shares shall be deemed to include Shares held or
controlled by the undersigned,
Page 27 of 28 Pages
individually, jointly (as community property or otherwise), or in any other
capacity, and shall extend to any securities issued to the undersigned in
respect of the Shares.
8. Defined Terms. All capitalized terms used herein shall have the
-------------
meaning ascribed to such terms in the Merger Agreement, unless otherwise defined
herein. The term "undersigned" shall mean both The News Corporation Limited and
TVG Holdings, Inc., except that with respect to Section 4, "undersigned" shall
mean only TVG Holdings, Inc.
9. Specific Performance. The parties hereto agree that, in light of the
--------------------
irreparable damage that would occur in the event any provision of this letter
agreement were not performed in accordance with the terms hereof and the
inadequacy of damages as a remedy, the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law or
equity.
Very truly yours,
THE NEWS CORPORATION LIMITED
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title:
TVG HOLDINGS, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxxx X. Xxxxxx
Title:
ACCEPTED:
GEMSTAR INTERNATIONAL GROUP LIMITED
By: /s/ Xxxxx X. Xxxx
--------------------------------
Name: Xxxxx X. Xxxx
Title:
Page 28 of 28 Pages
