JOINT FILING AND SOLICITATION AGREEMENT
Exhibit
99.2
WHEREAS,
certain of the undersigned are stockholders, direct or beneficial, of Rowan
Companies, Inc., a Delaware corporation (“Rowan”);
WHEREAS,
Steel Partners II, L.P., a Delaware limited partnership (“Steel”), Steel
Partners II GP LLC, a Delaware limited liability company, Steel Partners II
Master Fund L.P., a Cayman Islands exempted limited partnership, Steel Partners
LLC, a Delaware limited liability company, Xxxxxx X. Xxxxxxxxxxxx, Xxxx X.
Xxxxxx and Xxxxxx X. Xxxxxx wish to form a group for the purpose of soliciting
written consents or proxies to elect Xxxxxx X. Xxxxxxxxxxxx, Xxxx X. Xxxxxx
and
Xxxxxx X. Xxxxxx, or any other person designated by the undersigned, as
directors of Rowan and taking all other action necessary or advisable to achieve
the foregoing.
NOW,
IT
IS AGREED, this 9th day of January 2008 by the parties hereto:
1. In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of
1934,
as amended, each of the undersigned (collectively, the “Group”) agrees to the
joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of Rowan. Each member of the Group shall be
responsible for the accuracy and completeness of his/its own disclosure therein,
and is not responsible for the accuracy and completeness of the information
concerning the other members, unless such member knows or has reason to know
that such information is inaccurate.
2. So
long as this agreement is in effect, each of the undersigned shall provide
written notice to Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP (“Xxxxxx”)
of (i) any of their purchases or sales of securities of Rowan; or (ii) any
securities of Rowan over which they acquire or dispose of beneficial
ownership. Notice shall be given no later than 24 hours after each
such transaction.
3. Each
of the undersigned agrees to solicit written consents or proxies to elect Xxxxxx
X. Xxxxxxxxxxxx, Xxxx X. Xxxxxx and Xxxxxx X. Xxxxxx or any other person
designated by the Group as directors of Rowan and to take all other action
necessary or advisable to achieve the foregoing (the
“Solicitation”).
4. Steel
agrees to bear all expenses incurred in connection with the Group’s activities,
including expenses incurred by any of the parties in the
Solicitation. Notwithstanding the foregoing, Steel shall
not be required to reimburse any party for (i) out-of-pocket
expenses incurred by a party in the aggregate in excess of $250
without Steel’s prior written approval; (ii) the value of the time of any party;
(iii) legal fees incurred without Steel’s prior written approval; or
(iv) the costs of any counsel, other than Xxxxxx, employed in connection with
any pending or threatened litigation without Steel’s prior written
approval.
5. The
relationship of the parties hereto shall be limited to carrying on the business
of the Group in accordance with the terms of this Agreement. Such
relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described herein. Nothing
herein shall be construed to authorize any party to act as an agent for any
other party, or to create a joint venture or partnership, or to constitute
an
indemnification. Nothing herein shall restrict any party’s right to
purchase or sell securities of Rowan, as he/it deems appropriate, in his/its
sole discretion, provided that all such sales are made in compliance with all
applicable securities laws.
6. This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute one and the same
instrument, which may be sufficiently evidenced by one counterpart.
7. In
the event of any dispute arising out of the provisions of this Agreement, the
parties hereto consent and submit to the exclusive jurisdiction of the Federal
and State Courts in the State of New York.
8. Any
party hereto may terminate his obligations under this Agreement at any time
on
24 hours’ written notice to all other parties, with a copy by fax to Xxxxxx
Xxxxxxx at Xxxxxx, Fax No. (000) 000-0000.
9. Each
party acknowledges that Xxxxxx shall act as counsel for both the Group and
Steel.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as
of the day and year first above written.
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Dated: January
9, 2008
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STEEL
PARTNERS II, L.P.
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By:
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Steel
Partners II GP LLC
General
Partner
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By:
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/s/
Xxxxxxx
Xxxxxxxx
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Xxxxxxx
Xxxxxxxx
as
Attorney-In-Fact for Xxxxxx X. Xxxxxxxxxxxx,
Managing
Member
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STEEL
PARTNERS II GP LLC
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By:
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/s/
Xxxxxxx Xxxxxxxx
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Xxxxxxx
Xxxxxxxx
as
Attorney-In-Fact for Xxxxxx X. Xxxxxxxxxxxx,
Managing
Member
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STEEL
PARTNERS II MASTER FUND L.P.
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By:
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Steel
Partners II GP LLC
General
Partner
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By:
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/s/
Xxxxxxx Xxxxxxxx
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Xxxxxxx
Xxxxxxxx
as
Attorney-In-Fact for Xxxxxx X. Xxxxxxxxxxxx,
Managing
Member
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STEEL
PARTNERS LLC
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By:
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/s/
Xxxxxxx Xxxxxxxx
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Xxxxxxx
Xxxxxxxx
as
Attorney-In-Fact for Xxxxxx X. Xxxxxxxxxxxx,
Manager
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/s/
Xxxxxxx Xxxxxxxx
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XXXXXXX
XXXXXXXX
as
Attorney-In-Fact for Xxxxxx X.
Xxxxxxxxxxxx
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/s/
Xxxx X. Xxxxxx
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XXXX
X. XXXXXX
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/s/
Xxxxxx X. Xxxxxx
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XXXXXX
X. XXXXXX
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