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EXHIBIT 99.1
VOTING AGREEMENT, DATED AS OF MAY 16, 1999, BY XXXXXX X. WYGOD
AND MEDICAL MANAGER CORPORATION.
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VOTING AGREEMENT
By
XXXXXX X. WYGOD,
(Stockholder)
and
MEDICAL MANAGER CORPORATION
Dated as of May 16, 1999
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VOTING AGREEMENT
VOTING AGREEMENT, dated as of May 16, 1999 (this "Agreement"),
by XXXXXX X. WYGOD (the "Stockholder"), to and for the benefit of MEDICAL
MANAGER CORPORATION, a Delaware Corporation ("Medical Manager").
WHEREAS, as of the date hereof, the Stockholder owns of record
and beneficially or has the power to vote 5,379,948 shares of common stock (the
"Synetic Common Stock"), par value $.01 per share, of SYNETIC, INC., a Delaware
corporation ("Synetic") (such shares, together with any shares of Synetic Common
Stock acquired by the Stockholder prior to the termination of this Agreement
being referred to herein as the "Stockholder's Shares");
WHEREAS, concurrently with the execution of this Agreement,
Medical Manager, XXXXXX MERGER SUB, INC., a Delaware corporation and
wholly-owned subsidiary of Synetic ("Merger Sub"), and Synetic are entering into
an Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"; capitalized terms used and not otherwise defined herein shall have
the respective meanings assigned to them in the Merger Agreement), pursuant to
which, upon the terms and subject to the conditions thereof, Merger Sub will be
merged with and into Medical Manager (the "Merger"); and
WHEREAS, as a condition to the willingness of Synetic, Medical
Manager and Merger Sub to enter into the Merger Agreement, Medical Manager has
requested the Stockholder to agree, and in order to induce Medical Manager to
enter into the Merger Agreement, the Stockholder is willing to agree to vote in
favor of the issuance of additional shares of Synetic Common Stock and the
election of Medical Manager's nominees to the Synetic Board of Directors, upon
the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereby agree as follows:
Section 1. Voting of Stockholder's Shares. Until the
termination of this Agreement in accordance with the terms hereof, the
Stockholder hereby agrees that, at the Synetic Stockholders' Meeting or any
other meeting of the stockholders of Synetic, however called, and in any action
by written consent of the stockholders of Synetic, the Stockholder will vote all
of his respective Stockholder's Shares (a) in favor of the issuance of
additional shares of Synetic Common Stock and the election of Medical Manager's
nominees to the Synetic Board of Directors, (b) against any action or agreement
that would result in a breach of any covenant, representation or warranty or any
other obligation or agreement of Synetic under the Merger Agreement or which
would result in any of the conditions to the Merger Agreement not being
fulfilled and (c) in favor of any other matter necessary to the consummation of
the transactions contemplated by the Merger Agreement (including, without
limitation, the stock option grants
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described therein) and considered and voted upon by the stockholders of Synetic
(or any class thereof). In addition, the Stockholder agrees that it will, upon
request by Medical Manager, furnish written confirmation, in form and substance
reasonably acceptable to Medical Manager, of such Stockholder's vote in favor of
the issuance of additional shares of Synetic Common Stock and the election of
Medical Manager's nominees to the Synetic Board of Directors. The Stockholder
acknowledges receipt and review of a copy of the Merger Agreement.
Notwithstanding the foregoing, this Agreement shall not otherwise limit or
affect in any way the Stockholder's rights with respect to the election of
directors of Synetic.
Section 2. Proxy. The Stockholder, by this Agreement, does
hereby constitute and appoint Medical Manager, or any nominee of Medical
Manager, with full power of substitution, as the Stockholder's irrevocable proxy
and attorney-in-fact to vote the Stockholder's Shares as indicated in Section 1
in the event the Stockholder fails to comply with his obligations under such
section. The Stockholder intends this proxy to be irrevocable and coupled with
an interest and will take such further action and execute such other instruments
as may be necessary to effectuate the intent of this proxy and hereby revokes
any proxy previously granted by it with respect to his Stockholder's Shares.
Section 3. Transfer of Stockholder's Shares. The Stockholder
represents and warrants that it has no present intention of taking action to,
prior to the termination of this Agreement in accordance with the terms hereof,
and shall not, directly or indirectly, (a) sell, assign, transfer (including by
operation of law), pledge, encumber or otherwise dispose of any of the
Stockholder's Shares, (b) deposit any of the Stockholder's Shares into a voting
trust or enter into a voting agreement or arrangement with respect to the
Stockholder's Shares or grant any proxy or power of attorney with respect
thereto which is inconsistent with this Agreement or (c) enter into any
contract, option or other arrangement or undertaking with respect to the direct
or indirect sale, assignment, transfer (including by operation of law) or other
disposition of any Stockholder's Shares.
Section 4. Representations and Warranties of Stockholder. The
Stockholder hereby represents and warrants to Medical Manager with respect to
itself and his ownership of his Stockholder's Shares as follows:
(a) The Stockholder has all legal capacity to execute and
deliver this Agreement and to consummate the transactions contemplated
hereby.
(b) The Stockholder is the record or beneficial owner of his
Stockholder's Shares and is the lawful owner of such Stockholder's
Shares free and clear of any liens, claims, charges, encumbrances or
voting agreements and commitments of every kind, other than this
Agreement. The Stockholder does not own or hold any rights to acquire
any additional Stockholder's Shares or other securities of Synetic or
any interest therein or
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any voting rights with respect to any additional Stockholder's Shares
or any other securities of Synetic.
(c) This Agreement has been duly executed and delivered by the
Stockholder.
(d) This Agreement constitutes the valid and binding agreement
of the Stockholder, enforceable against the Stockholder in accordance
with its terms except as such enforceability may be limited by
bankruptcy, insolvency or other similar requirements of Law affecting
the enforcement of creditor's rights generally and by general
principles of equity.
Section 5. No Solicitation. The Stockholder agrees that it
will not, nor will it authorize or permit any of his agents and representatives,
other than in accordance with the Merger Agreement, to, directly or indirectly,
(a) initiate, solicit, negotiate or encourage (including by way of furnishing
information) or take any other action to facilitate any inquiries, offers or
proposals that constitute, or could reasonably be expected to lead to a
Competing Transaction, (b) agree to or recommend any Competing Transaction, or
(c) engage in negotiations or discussions with any third party concerning, or
provide any non-public information to any person or entity relating to, any
Competing Transaction. From and after the execution of this Agreement, the
Stockholder shall promptly (but in any event within 24 hours) notify Medical
Manager after receipt of any unsolicited inquiries, offers or proposals with
respect to a potential or proposed Competing Transaction (a "Competing
Proposal") or any indication of interest or request for information relating to
Synetic or its subsidiaries in connection with a Competing Proposal that the
Stockholder receives in his capacity as a Stockholder of Synetic. Such notice to
Medical Manager shall be made orally and in writing and shall indicate in
reasonable detail the identity of the offeror and the terms and conditions of
such proposal, inquiry or contact. Notwithstanding anything to the contrary in
the foregoing, nothing herein shall restrict or otherwise limit the Stockholder
from performing his fiduciary obligations solely in his capacity as a director
of Synetic.
Section 6. Termination. This Agreement shall terminate upon
the earliest to occur of (i) the Effective Time or (ii) the termination of the
Merger Agreement in accordance with the terms thereof; provided that the
provisions of Sections 7 and 8 of this Agreement shall survive any termination
of this Agreement; and provided further that no such termination shall relieve
any party of liability for a breach hereof prior to termination.
Section 7. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
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Section 8. Miscellaneous.
(a) All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made
(and shall be deemed to have been duly made or given upon receipt) by
delivery in person, by facsimile, by courier service or by registered
or certified mail (postage prepaid, return receipt requested) to the
respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance
herewith):
if to Medical Manager:
Medical Manager Corporation
0000 X. Xxxxx Xxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxxxx X. Xxxx, Xx.
Facsimile: (000) 000-0000
with a copy to:
Akerman, Senterfitt & Xxxxxx, P.A.
Xxx Xxxxxxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxxx, Esq.
Facsimile: (000) 000-0000
if to the Stockholder:
c/o Synetic, Inc.
000 Xxxxx Xxxxx
Xxxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxx X. Xxxx, Esq.
Facsimile: (000) 000-0000
with a copy to:
Shearman & Sterling
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx O'X. Xxxxxx, Esq.
Facsimile: (000) 000-0000
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(b) This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and
oral, between the parties with respect thereto. This Agreement may not
be amended, modified or rescinded except by an instrument in writing
signed by each of the parties hereto.
(c) If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or
public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of
the parties as closely as possible to the fullest extent permitted by
applicable law in a mutually acceptable manner in order that the terms
of this Agreement remain as originally contemplated to the fullest
extent possible.
(d) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
permitted assigns, provided that no party may assign, delegate or
otherwise transfer any of its rights, interests or obligations under
this Agreement (except as set forth herein) without the prior written
consent of the other parties hereto.
(e) This Agreement shall be governed by, and construed in
accordance with the laws of the State of Delaware. All actions and
proceedings arising out of or relating to this Agreement shall be heard
and determined exclusively in the courts of the State of Delaware and
the United States District Court for the State of Delaware.
(f) This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first written above.
/s/ Xxxxxx X. Wygod
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Xxxxxx X. Wygod
Agreed and Acknowledged:
MEDICAL MANAGER CORPORATION,
a Delaware corporation
/s/ Xxxxxxx X. Xxxxxx
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By: Xxxxxxx X. Xxxxxx
Its: CEO
