Exhibit 99.1
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of
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March 12, 2001, among NOVELL, INC., a Delaware corporation ("Parent"), and the
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undersigned stockholder (the "Stockholder") of CAMBRIDGE TECHNOLOGY PARTNERS
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(MASSACHUSETTS), INC., a Delaware corporation ("Company").
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RECITALS
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A. The Company, Merger Sub (as defined below) and Parent have entered into
an Agreement and Plan of Reorganization of even date herewith (the
"Reorganization Agreement"), which provides for the merger (the "Merger") of
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Ceres Neptune Acquisition Corp., a wholly-owned subsidiary of Parent ("Merger
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Sub"), with and into the Company. Pursuant to the Merger, all outstanding
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capital stock of the Company shall be converted into common stock of Parent, as
set forth in the Reorganization Agreement;
B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such number
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of shares of the outstanding capital stock of the Company and shares subject to
outstanding options as is indicated on the signature page of this Agreement; and
C. In consideration of the execution of the Reorganization Agreement by
Parent, Stockholder (in his or her or its capacity as such) agrees to vote the
Shares (as defined below) and other such shares of capital stock of the Company
over which Stockholder has voting power so as to facilitate consummation of the
Merger.
NOW, THEREFORE, intending to be legally bound, the parties hereto agree as
follows:
1. Certain Definitions. Capitalized terms not defined herein shall have the
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meanings ascribed to them in the Reorganization Agreement. For purposes of this
Agreement:
(a) "Expiration Date" shall mean the earlier to occur of (i) such date
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and time as the Reorganization Agreement shall have been terminated pursuant to
Article VII thereof, or (ii) such date and time as the Merger shall become
effective in accordance with the terms and provisions of the Reorganization
Agreement.
(b) "Person" shall mean any (i) individual, (ii) corporation, limited
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liability company, partnership or other entity, or (iii) governmental authority.
(c) "Shares" shall mean: (i) all securities of the Company (including
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all shares of Company Common Stock and all options, warrants and other rights to
acquire shares of Company Common Stock) owned by Stockholder as of the date of
this Agreement; and (ii) all additional securities of the Company (including all
additional shares of Company Common Stock and all additional options, warrants
and other rights to acquire shares of Company Common Stock) of which
Stockholder acquires ownership during the period from the date of this Agreement
through the Expiration Date.
(d) Transfer. A Person shall be deemed to have effected a "Transfer" of
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a security if such person directly or indirectly: (i) sells, pledges, encumbers,
grants an option with respect to, transfers or disposes of such security or any
interest in such security; or (ii) enters into an agreement or commitment
providing for the sale of, pledge of, encumbrance of, grant of an option with
respect to, transfer of or disposition of such security or any interest therein.
2. Transfer of Shares.
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(a) Transferee of Shares to be Bound by this Agreement. Stockholder
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agrees that, during the period from the date of this Agreement through the
Expiration Date, Stockholder shall not cause or permit any Transfer of any of
the Shares to be effected unless each Person to which any of such Shares, or any
interest in any of such Shares, is or may be transferred shall have: (i)
executed a counterpart of this Agreement and a proxy in the form attached hereto
as Exhibit A (with such modifications as Parent may reasonably request); and
(ii) agreed in writing to hold such Shares (or interest in such Shares) subject
to all of the terms and provisions of this Agreement.
(b) Transfer of Voting Rights. Stockholder agrees that, during the
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period from the date of this Agreement through the Expiration Date, Stockholder
shall not deposit (or permit the deposit of) any Shares in a voting trust or
grant any proxy or enter into any voting agreement or similar agreement in
contravention of the obligations of Stockholder under this Agreement with
respect to any of the Shares.
3. Agreement to Vote Shares. Until the Expiration Date, at every meeting of
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stockholders of the Company called with respect to any of the following, and at
every adjournment or postponement thereof, and on every action or approval by
written consent of stockholders of the Company with respect to any of the
following, the Stockholder shall vote, to the extent not voted by the person(s)
appointed under the Proxy (as defined in Section 4 hereof), the Shares:
(a) in favor of approval of the Merger and the adoption and approval of
the Reorganization Agreement, and in favor of each of the other actions
contemplated by the Reorganization Agreement and the Proxy and any action
required in furtherance thereof;
(b) against approval of any proposal made in opposition to, or in
competition with, consummation of the Merger and the transactions contemplated
by the Reorganization Agreement;
(c) against any of the following actions (other than those actions that
relate to the Merger and the transactions contemplated by the Reorganization
Agreement): (A) any merger, consolidation, business combination, sale of assets,
reorganization or recapitalization of the Company or any subsidiary of the
Company with any party, (B) any sale, lease or transfer of any significant part
of the assets of the Company or any subsidiary of the Company, (C) any
reorganization, recapitalization, dissolution, liquidation or winding up of the
Company or any subsidiary of the Company, (D) any material change in the
capitalization of the Company or any
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subsidiary of the Company, or the corporate structure of the Company or any
subsidiary of the Company, or (E) any other action that is intended, or could
reasonably be expected to, impede, interfere with, delay, postpone, discourage
or adversely affect the Merger or any of the other transactions contemplated by
the Reorganization Agreement; and
(d) in favor of waiving any notice that may have been or may be required
relating to any reorganization of the Company or any subsidiary of the Company,
any reclassification or recapitalization of the capital stock of the Company or
any subsidiary of the Company, or any sale of assets, change of control, or
acquisition of the Company or any subsidiary of the Company by any other person,
or any consolidation or merger of the Company or any subsidiary of the Company
with or into any other person.
Prior to the Expiration Date, the Stockholder shall not enter into any agreement
or understanding with any person to vote or give instructions in any manner
inconsistent with the terms of this Section 3.
4. Irrevocable Proxy. Concurrently with the execution of this Agreement,
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Stockholder agrees to deliver to Parent a proxy in the form attached hereto as
Exhibit A (the "Proxy"), which shall be irrevocable to the fullest extent
permissible by law, with respect to the Shares.
5. Representations and Warranties of the Stockholder. Stockholder (i) is
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the beneficial owner of the shares of Company Common Stock and the options to
purchase shares of Company Common Stock indicated on the signature page of this
Agreement, which are free and clear of any liens, adverse claims, charges or
other encumbrances (except any such encumbrances arising under securities laws);
(ii) does not beneficially own any securities of the Company other than the
shares of Company Common Stock and options to purchase shares of Company Common
Stock indicated on the signature page of this Agreement; and (iii) has full
power and authority to make, enter into and carry out the terms of this
Agreement and the Proxy.
6. Termination. This Agreement and the Proxy delivered in connection
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herewith shall terminate and shall have no further force or effect as of the
Expiration Date.
7. Miscellaneous.
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(a) Severability. If any term, provision, covenant or restriction of
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this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable to any extent, then the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
(b) Binding Effect and Assignment. This Agreement and all of the
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provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by either
of the parties without prior written consent of the other.
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(c) Amendments and Modification. This Agreement may not be modified,
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amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
(d) Specific Performance; Injunctive Relief. The parties hereto
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acknowledge that Parent shall be irreparably harmed and that there shall be no
adequate remedy at law for a violation of any of the covenants or agreements of
Stockholder set forth herein. Therefore, it is agreed that, in addition to any
other remedies that may be available to Parent upon any such violation, Parent
shall have the right to enforce such covenants and agreements by specific
performance, injunctive relief or by any other means available to Parent at law
or in equity.
(e) Notices. All notices and other communications pursuant to this
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Agreement shall be in writing and deemed to be sufficient if contained in a
written instrument and shall be deemed given if delivered personally,
telecopied, sent by nationally-recognized overnight courier or mailed by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the following address (or at such other address for a party as shall
be specified by like notice):
If to Parent:
Novell, Inc.
0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxx, Director--Corporate Development
Telecopy No.: (000) 000-0000
with a copy to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional
Corporation
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000-0000
Attention: Xxxx Xxxxxxx, Esq.
Telecopy No.: (000) 000-0000
If to Stockholder: To the address for notice set forth on the
signature page hereof.
(f) Governing Law. This Agreement shall be governed by the laws of the
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State of Delaware, without reference to rules of conflicts of law.
(g) Entire Agreement. This Agreement and the Proxy contain the entire
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understanding of the parties in respect of the subject matter hereof, and
supersede all prior negotiations and understandings between the parties with
respect to such subject matter.
(h) Effect of Headings. The section headings are for convenience only
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and shall not affect the construction or interpretation of this Agreement.
(i) Counterparts. This Agreement may be executed in several
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counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
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(j) No Obligation to Exercise Options. Notwithstanding any provision of
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this Agreement to the contrary, nothing in this Agreement shall obligate
Stockholder to exercise any option, warrant or other right to acquire shares of
Company Common Stock.
[The remainder of this page has been intentionally left blank]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day and year first above written.
NOVELL, INC. STOCKHOLDER
By: /s/ Xxxx Xxxxx By: /s/ Xxxx X. Xxxxxxx
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Signature of Authorized Signatory Signature
Name: Xxxx Xxxxx Name: XXXX X. XXXXXXX
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Title: VP - M&A
Print Address:
c/o Cambridge Technology Partners
(Massachusetts), Inc.
0 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
(000) 000-0000
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Telephone
(000) 000-0000
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Facsimile No.
Share beneficially owned:
330,500 shares of Company Common Stock
2,370,625 shares of Company Common Stock
issuable upon exercise of outstanding
options, warrants and other rights
[Signature Page to Company Voting Agreement]
IRREVOCABLE PROXY
The undersigned stockholder (the "Stockholder") of Cambridge Technology
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Partners (Massachusetts), Inc., a Delaware corporation (the "Company"), hereby
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irrevocably (to the fullest extent permitted by law) appoints the directors on
the Board of Directors of Novell, Inc., a Delaware corporation ("Parent"), and
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each of them, as the sole and exclusive attorneys and proxies of the
undersigned, with full power of substitution and resubstitution, to vote and
exercise all voting and related rights (to the full extent that the undersigned
is entitled to do so) with respect to all of the shares of capital stock of the
Company that now are or hereafter may be beneficially owned by the undersigned,
and any and all other shares or securities of the Company issued or issuable in
respect thereof on or after the date hereof (collectively, the "Shares") in
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accordance with the terms of this Proxy until the Expiration Date (as defined
below). Upon the undersigned's execution of this Proxy, any and all prior
proxies given by the undersigned with respect to any Shares are hereby revoked
and the undersigned agrees not to grant any subsequent proxies with respect to
the Shares until after the Expiration Date.
This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to that certain Voting
Agreement of even date herewith by and among Parent and the undersigned
stockholder (the "Voting Agreement"), and is granted in consideration of Parent
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entering into that certain Agreement and Plan of Reorganization of even date
herewith (the "Reorganization Agreement"), among Parent, Ceres Neptune
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Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Parent ("Merger Sub"), and the Company. The Reorganization Agreement provides
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for the merger of Merger Sub with and into the Company in accordance with its
terms (the "Merger"). As used herein, the term "Expiration Date" shall mean the
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earlier to occur of (i) such date and time as the Reorganization Agreement shall
have been validly terminated pursuant to Article VII thereof or (ii) such date
and time as the Merger shall become effective in accordance with the terms and
provisions of the Reorganization Agreement.
The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's attorney and proxy to vote the Shares, and to
exercise all voting, consent and similar rights of the undersigned with respect
to the Shares (including, without limitation, the power to execute and deliver
written consents) at every annual, special or adjourned meeting of stockholders
of the Company and in every written consent in lieu of such meeting:
(i) in favor of approval of the Merger and the adoption and approval of the
Reorganization Agreement, and in favor of each of the other actions contemplated
by the Reorganization Agreement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, or in
competition with, consummation of the Merger and the transactions contemplated
by the Reorganization Agreement;
(iii) against any of the following actions (other than those actions that
relate to the Merger and the transactions contemplated by the Reorganization
Agreement): (A) any merger,
consolidation, business combination, sale of assets, reorganization or
recapitalization of the Company or any subsidiary of the Company with any party,
(B) any sale, lease or transfer of any significant part of the assets of the
Company or any subsidiary of the Company, (C) any reorganization,
recapitalization, dissolution, liquidation or winding up of the Company or any
subsidiary of the Company, (D) any material change in the capitalization of the
Company or any subsidiary of the Company, or the corporate structure of the
Company or any subsidiary of the Company, or (E) any other action that is
intended, or could reasonably be expected to, impede, interfere with, delay,
postpone, discourage or adversely affect the Merger or any of the other
transactions contemplated by the Reorganization Agreement, and
(iv) in favor of waiving any notice that may have been or may be required
relating to any reorganization of the Company or any subsidiary of the Company,
any reclassification or recapitalization of the capital stock of the Company or
any subsidiary of the Company, or any sale of assets, change of control, or
acquisition of the Company or any subsidiary of the Company by any other person,
or any consolidation or merger of the Company or any subsidiary of the Company
with or into any other person.
The attorneys and proxies named above may not exercise this Proxy on any
other matter. The undersigned stockholder may vote the Shares on all other
matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
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This Proxy is irrevocable (to the fullest extent permitted by law). This
Proxy shall terminate, and be of no further force and effect, automatically upon
the Expiration Date.
Dated: March 12, 2001
Signature of Stockholder:___________________________
Print Name of Stockholder: Xxxx X. Xxxxxxx
[Signature Page to Irrevocable Proxy]
