EXHIBIT (c)(2)
XXXXXXXXX CORPORATION
1955 NORTH SURVEYOR AVENUE
SIMI VALLEY, CALIFORNIA
June 4, 1999
Meggitt PLC
Farrs House
Cowgrove
Wimborne Dorset BH21 4EL
United Kingdom
Gentlemen:
Reference is made to the draft Agreement and Plan of Merger and
Disclosure Schedule appended to this letter (the "Draft Merger Agreement").
Xxxxxxxxx Corporation ("Xxxxxxxxx") recognizes that the proposal of
Meggitt PLC ("Meggitt") to acquire Xxxxxxxxx reflected in the Draft Merger
Agreement (the "Acquisition") will be financed, in part, by an underwritten
equity rights offering and is subject to the approval of Xxxxxxx'x shareholders.
Xxxxxxxxx also recognizes that U.K. market practice requires Xxxxxxx, Xxxxxxx
Xxxxx, Xxxxxxx'x stockbroker, and NM Rothschild, its investment banker and
proposed underwriter, to meet with Xxxxxxx'x principal institutional
shareholders to assess their reaction to the proposed Acquisition prior to
Meggitt making a final determination to launch the rights offering and proceed
with the Acquisition.
As an inducement to Xxxxxxxxx to enter into this letter agreement,
Meggitt agrees to use reasonable efforts beginning on Friday, June 4, 1999 to
arrange meetings with approximately 12 of its principal institutional
shareholders to discuss the proposed Acquisition, such meetings to be scheduled
for Monday, June 7, 1999 and Tuesday, June 8, 1999. Meggitt agrees to proceed
with any such meetings that are arranged. Meggitt will advise Xxxxxxxxx on its
general perception of shareholder reaction.
As an inducement to Meggitt to enter into the agreement above,
Xxxxxxxxx represents, warrants and agrees as follows:
1. As of the date hereof, Xxxxxxxxx'x President, Chief Executive
Officer and Chairman of the Board is not aware of any facts or circumstances
that cause him to believe that Xxxxxxxxx'x Board of Directors will not approve
the Draft Merger Agreement (and the transactions contemplated thereby) at the
meeting referred to in paragraph 4.
2. Prior to 8:00 a.m., London time, on June 9, 1999, Xxxxxxxxx will not
and will cause its subsidiaries and the officers, directors, employees and other
agents and advisors (including CIBC World Markets Corp. and Credit Suisse First
Boston) of Xxxxxxxxx and its subsidiaries not to, directly or indirectly (a)
take any action to solicit, initiate or encourage any Acquisition Proposal, (b)
furnish information to or participate in any discussions or negotiations with
any person that has made or indicated an interest in making an Acquisition
Proposal or (c) enter into any preliminary or definitive agreement relating to
any Acquisition Proposal. "Acquisition Proposal" means any indication of
interest, offer or proposal for a merger or other business combination
transaction involving Xxxxxxxxx or any of its subsidiaries or the acquisition of
all or a material portion of the equity interest in, or all or a material
portion of the assets of, Xxxxxxxxx, other than the Acquisition.
3. Xxxxxxxxx agrees to notify Meggitt promptly of its receipt of an
Acquisition Proposal, such notice to include the identity of the person making
the proposal and the material terms of the proposal.
4. Xxxxxxxxx has scheduled a meeting of its Board of Directors to be
held at noon, California time, on Tuesday, June 8, 1999 to consider the Draft
Merger Agreement in the event Meggitt advises Xxxxxxxxx that it is prepared to
execute the Draft Merger Agreement.
In the event of Xxxxxxxxx'x breach of the representation set forth in
paragraph 1 or the agreement set forth in paragraph 2, Xxxxxxxxx agrees to pay
Meggitt, as liquidated damages and not as a penalty, the amount of actual and
reasonable out-of-pocket expenses (up to an aggregate of $4,000,000) incurred by
Meggitt on or before 8:00 a.m., London time, on June 9, 1999. Such payment,
which shall be made promptly following Xxxxxxxxx'x receipt of reasonable
documentation, shall be Xxxxxxx'x exclusive remedy for Xxxxxxxxx'x breach of
these provisions. Meggitt agrees that it shall not have any remedy for
Xxxxxxxxx'x breach of the provisions of paragraphs 3 and 4.
This letter agreement shall be construed in accordance with and
governed by the laws of the State of Delaware, without regard to the conflict of
laws rules of such state.
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If the foregoing correctly sets forth our agreement, kindly so indicate
by signing below.
Very truly yours,
XXXXXXXXX CORPORATION
By: /s/ Xxxx X. Xxxx
---------------------------------
Xxxx X. Xxxx
Vice President
Accepted and Agreed:
MEGGITT PLC
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Company Secretary
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