Exhibit 99.2
VOTING AND SUPPORT AGREEMENT
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AND IRREVOCABLE PROXY
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This VOTING AND SUPPORT AGREEMENT, dated as of December 2, 2004 (this
"Agreement"), is made by and among EYE CARE CENTERS OF AMERICA, INC., a Texas
corporation (the "Company") and each of the shareholders of Moulin International
Holdings Limited, a Bermuda company ("MIHL") listed on Exhibit A attached hereto
(collectively, the "Shareholders"). Each of the Company and the Shareholders are
referred to individually as a "Party" and collectively as the "Parties."
Capitalized terms used and not defined herein have the respective meanings
ascribed to them in the Agreement and Plan of Merger by and between the Company,
ECCA Holdings Corporation ("Parent"), LFS-Merger Sub, Inc. ("Merger Sub"), and
Xxxxxx X. Xxx Equity Fund IV, L.P. solely in its capacity as the representative
of the stockholders of the Company dated the date hereof (the "Merger
Agreement").
WITNESSETH:
WHEREAS, concurrently herewith, the Company, Parent and Merger Sub
are entering into the Merger Agreement), pursuant to which Merger Sub will be
merged with and into the Company, with the Company continuing as the Surviving
Corporation (the "Merger") and the Company Capital Stock shall be converted into
the right to receive the Merger Consideration set forth in the Merger Agreement
at the Effective Time;
WHEREAS, MIHL will provide an equity contribution of US$93 million to
Parent, for contribution to Merger Sub as a portion of the Merger Consideration
to be paid under the Merger Agreement;
WHEREAS, the Merger constitutes a "Very Substantial Acquisition"
under the Rules Governing the Listing of Securities on the Stock Exchange of
Hong Kong Limited, pursuant to which consent by a majority of the shareholders
of MIHL will be required;
WHEREAS, each of the Shareholders owns the number of ordinary shares
of MIHL set forth opposite such Shareholder's name on Exhibit A (collectively,
the "MIHL Shares");
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, the Company has requested that the Shareholders, and the Shareholders
have agreed, to enter into this Agreement strictly in their capacity as owners
of the MIHL Shares.
NOW, THEREFORE, to induce the Company to enter into, and in
consideration of its entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties, covenants and agreements
contained herein, and intending to be legally bound hereby, the Parties hereby
agree as follows:
1. Provisions Concerning the MIHL Shares.
(a) Each Shareholder hereby agrees that during the period commencing
on the date hereof and continuing until this provision terminates pursuant to
Section 5, at any meeting of the shareholders of MIHL, however called, or in
connection with any written consent of the shareholders of the MIHL, such
Shareholder shall vote (or cause to be voted) the MIHL Shares owned and held by
such Shareholder, whether heretofore owned or hereafter acquired, or execute and
deliver a consent: (i) in favor of approval of the Merger Agreement and the
transactions contemplated thereby (including the Merger and any other matter
that is on the ballot or in a written consent related thereto) and any actions
required in furtherance thereof (the "Shareholder Approval"); (ii) against any
action or agreement that (A) to the knowledge of the Shareholder would result in
a breach in any respect of any covenant, representation or warranty or any other
obligation or agreement of the Parent or Merger Sub under the Merger Agreement
or any agreement executed in connection therewith or (B) which would reasonably
be expected to result in any of the conditions in Sections 7.01 or 7.02 of the
Merger Agreement not being fulfilled; and (iii) against any other action which
is intended, or would reasonably be expected, to impede, interfere with, delay,
postpone, or adversely affect the Merger. In the event that any corporate action
consistent with this Agreement is taken by the shareholders of MIHL by written
consent (including any action to approve the Merger Agreement and the
transactions contemplated thereby), each Shareholder hereby waives any right to
receive notice of the taking of such corporate action without a meeting pursuant
to Bye-law 59 of MIHL's Bye-laws or otherwise.
(b) In the event of a stock dividend or distribution, or any change
in the capital stock of MIHL by reason of any stock dividend, stock split,
recapitalization, reclassification, combination, exchange of stock, merger or
the like, the term "MIHL Shares" as used in this Agreement shall be deemed to
refer to and include the MIHL Shares as well as all such stock dividends and
equity distributions and any stock or other securities into which or for which
any or all of the MIHL Shares may be converted, changed or exchanged.
2. Representations and Warranties.
(a) Each Shareholder hereby, severally and not jointly, represents
and warrants to the Company as follows:
(i) Ownership of MIHL Shares. Such Shareholder is the owner of
the number of MIHL Shares set forth opposite such Shareholder's name on Exhibit
A hereto. The MIHL Shares set forth opposite such Shareholder's name on Exhibit
A constitute all of the equity securities of MIHL owned by such Shareholder
(together with its trustees if it is a trust). If such Shareholder is married
and the MIHL Shares of such Shareholder constitutes community property or
otherwise are owned or held in a manner that requires spousal or other approval
for this Agreement to be legal, valid and binding, this Agreement has been duly
consented to by such Shareholder's spouse or the applicable Person giving such
approval.
(ii) Power; Binding Agreement. Such Shareholder has the legal
capacity, power and authority to enter into and perform all of such
Shareholder's obligations under this Agreement. This Agreement has been duly and
validly authorized, executed and delivered by such Shareholder and constitutes a
valid and binding agreement of such Shareholder, enforceable against such
Shareholder in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws
affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at Law or in equity).
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(iii) No Conflicts. None of the execution, delivery and
performance of this Agreement by such Shareholder or compliance by such
Shareholder with any of the provisions hereof will (a) require such Shareholder
to make a filing with, or obtain any Permit, from any Governmental Authority,
(b) result in a violation or breach of, or constitute (with or without notice or
lapse of time or both) a default, or give to any Person any rights of
termination, amendment, acceleration or cancellation under any of the terms,
conditions or provisions of any declaration of trust or contract, agreement or
arrangement (whether in writing or oral) to which such Shareholder is a party,
(c) violate or conflict with the Bye-Laws or other organizational documents of
MIHL or Bermuda corporate law, or (d)violate any order or Law applicable to such
Shareholder, except with respect to items (b) and (d) above, for breaches,
defaults or violations that would not materially impair or delay such
Shareholder's ability to perform its obligations hereunder.
(vi) No Encumbrances. Such Shareholder's MIHL Shares are now,
and will be, at all times during the term hereof, owned and held of record by
such Shareholder, free and clear of all proxies, voting trusts or other
Contracts, understandings or arrangements with respect to the voting thereof.
Such Shareholder has the sole power to vote (or cause to be voted) all of the
MIHL Shares owned by such Shareholder.
(v) Reliance by the Company. Such Shareholder understands and
acknowledges that the Company is entering into the Merger Agreement in reliance
upon the execution and delivery of this Agreement by such Shareholder.
(vi) Merger Agreement. Such Shareholder acknowledges receipt of
the Merger Agreement (including the exhibits and schedules thereto). Such
Shareholder has had an opportunity to read and understand the Merger Agreement
and the related exhibits and schedules thereto.
(b) The Company represents and warrants to each Shareholder as
follows:
(i) Power; Binding Agreement. The Company has the legal
capacity, power and authority to enter into and perform all of its obligations
under this Agreement. This Agreement has been duly and validly authorized,
executed and delivered by the Company and constitutes a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar Laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at Law or
in equity).
(ii) No Conflicts. None of the execution, delivery and
performance of this Agreement by the Company or compliance by the Company with
any of the provisions hereof will (a) require the Company to make a filing with,
or obtain any Permit, from any Governmental Authority, (b) result in a violation
or breach of, or constitute (with or without notice or lapse of time or both) a
default, or give to any Person any rights of termination, amendment,
acceleration or cancellation, under any of the terms, conditions or provisions
of any declaration of trust or contract, agreement or arrangement (whether in
writing or oral) to which the Company is a party, or (c) violate any order or
Law applicable to the Company except with respect to items (b) and (c) above,
for breaches, defaults or violations that would not materially impair or delay
the ability of the Company to perform its obligations hereunder.
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3. Restriction on Transfer; Stop Transfer. Each Shareholder (i) shall
not, directly or indirectly, during the period commencing on the date hereof and
continuing until the earlier of (a) the termination of this Agreement pursuant
to Section 5 and (b) the Effective Time take any action that would make any of
such Shareholder's representations or warranties contained herein untrue or
incorrect in any material respect or have the effect of preventing or disabling
such Shareholder from performing such Shareholder's obligations under this
Agreement or that would prevent or disable the Company from exercising the proxy
granted pursuant to Section 4.
4. Grant of Irrevocable Proxy Coupled with an Interest.
(a) Solely in the event of a failure by a Shareholder to act in
accordance with its obligations as to voting or executing a written consent
pursuant to Section 1(a) of this Agreement, such Shareholder hereby revokes any
and all prior proxies or powers of attorney in respect of any MIHL Shares and
agrees that during the period commencing on the date hereof and for so long as
this Agreement has not been terminated by its terms, such Shareholder hereby
irrevocably appoints the Company or any individual designated by the Company as
such Shareholder's agent, attorney-in-fact and proxy (with full power of
substitution), for and in the name, place and stead of such Shareholder, to vote
(or cause to be voted) the MIHL Shares held by such Shareholder, in the manner
set forth in Section 1, at any meeting of the shareholders of MIHL or in
connection with any written consent of the shareholders of MIHL.
(b) Each Shareholder hereby affirms that the proxy set forth in this
Section 4 is coupled with an interest and is irrevocable until such time as this
Agreement terminates in accordance with its terms. Such irrevocable proxy is
executed and intended to be irrevocable in accordance with the provisions of the
laws of Bermuda.
(c) The vote of the proxyholder shall control in any conflict between
the vote by the proxyholder of such Shareholder's MIHL Shares and a vote by such
Shareholder of such MIHL Shares.
5. Survival, Termination. This Agreement shall terminate, except with
respect to liability for prior breaches hereof, upon the termination of the
Merger Agreement in accordance with Article IX of the Merger Agreement and shall
be deemed satisfied in full and terminated upon consummation of the Merger.
6. Non-solicitation. No Shareholder shall support Moulin's entry into
any transaction that, to the Knowledge of such Shareholder, would require Moulin
to obtain shareholder consent under the Listing Rules of the Stock Exchange of
Hong Kong Limited nor will such Shareholder vote or agree to vote (pursuant to
any voting agreement or otherwise) for any such transaction prior to the Moulin
Shareholder Approval being obtained.
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7. Miscellaneous.
(a) Entire Agreement. This Agreement together with the Merger
Agreement (and the exhibits and schedules thereto) constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
(b) Certain Events. Each Shareholder agrees that this Agreement and
the obligations hereunder shall attach to the MIHL Shares owned by such
Shareholder and shall be binding upon any Person to which legal ownership of
such MIHL Shares shall pass, whether by operation of Law or otherwise,
including, without limitation, such Shareholder's heirs, executors, guardians,
administrators, trustees or successors. Notwithstanding any transfer of MIHL
Shares by a Shareholder, such Shareholder shall remain liable for the
performance of all obligations of the transferor under this Agreement.
(c) Assignment. This Agreement shall not be assigned by any Party, by
operation of Law or otherwise, without the prior written consent of the other
Parties, and any purported assignment without such consent shall be null and
void; provided, however, that a Shareholder which is an entity may transfer any
MIHL Shares to a controlled affiliate (which shall be an entity and not a
natural person), so long as prior to such transfer, (i) such controlled
affiliate enters into an agreement with Company, in form and substance
reasonably acceptable to Company, pursuant to which such controlled affiliate
agrees to be bound by (and has full ability to perform the terms of) this
Agreement to the full extent such transferring Shareholder is bound, and (ii)
the transferring Shareholder guarantees to Company the full performance by such
controlled affiliate of such obligations, and such transferring Shareholder
shall not be relieved of its obligations hereunder. All covenants and agreements
contained in this Agreement by or on behalf of the Parties shall be binding on
and inure to the benefit of the respective successors, heirs and permitted
assigns of the Parties.
(d) Amendments, Waivers, Etc. At any time prior to the Effective
Time, this Agreement may be amended by the Parties; provided, however, that if
there shall be an amendment to the Merger Agreement that by Law requires further
approval by the Company Shareholders or the approval of the shareholders of
Parent or MIHL, nothing contained in this Agreement shall prevent the
Shareholders from voting in favor of or against, or providing written consent in
favor of or against, such amendment and none of such actions shall violate this
Agreement, in each case so long as such actions include continuing support for
the Merger and the Merger Agreement (on the terms originally contemplated by the
Merger Agreement prior to such amendment) and compliance with the terms and
conditions of this Agreement on such basis. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the Parties.
(e) Notices. All notices and other communications under this
Agreement shall be in writing and shall be deemed given (i) when delivered
personally by hand (with written confirmation of receipt), (ii) when sent by
facsimile (with written confirmation of transmission) or (iii) one Business Day
following the day sent by overnight courier (with written confirmation of
receipt). All communications hereunder shall be delivered to the respective
Parties at the following addresses: (i) if to the Company to respective address
set forth in the Merger Agreement; and (ii) if to any Shareholder, to such
Shareholder's address set forth on Exhibit A; or, in each case, to such other
address as the Person to whom notice is given may have previously furnished to
the other Parties in writing in the manner set forth above.
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(f) Severability. 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 so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any Party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the Parties 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 an acceptable manner to the end that the transactions contemplated hereby
are fulfilled to the extent possible.
(g) Specific Performance. Each Party recognizes and acknowledges that
a breach by it of any covenants or agreements contained in this Agreement will
cause the other Parties to sustain irreparable damages for which they would not
have an adequate remedy at Law for money damages, and therefore such breaching
Party agrees that in the event of any such breach the harmed Party shall be
entitled to the remedy of specific performance of such covenants and agreements
and injunctive and other equitable relief in addition to any other remedy to
which such harmed Party may be entitled at Law or in equity.
(h) Remedies Cumulative. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at Law or in
equity shall be cumulative and not alternative, and the exercise of any thereof
by any Party shall not preclude the simultaneous or later exercise of any other
such right, power or remedy by such Party.
(i) No Third Party Beneficiaries. This Agreement is not intended to
be for the benefit of, and shall not be enforceable by, any Person who or which
is not a Party.
(j) Governing Law. This Agreement shall be governed by, and construed
in accordance with, the Laws of the State of New York, without giving effect to
the principles of conflicts of Law thereof.
(k) Waiver of Jury Trial. Each Party hereby waives to the fullest
extent permitted by applicable Law, any right it may have to a trial by jury in
respect of any legal proceeding directly or indirectly arising out of, under or
in connection with this Agreement, the Merger Agreement or any transaction
contemplated hereby or thereby.
(l) Submission to Jurisdiction. The Parties hereby irrevocably submit
to the non-exclusive jurisdiction of any federal or state court located within
the State of New York over any dispute arising out of or relating to this
Agreement or any of the transactions contemplated hereby and each Party
irrevocably agrees that all claims in respect of such dispute or any suit,
action proceeding related thereto may be heard and determined in such courts.
The Parties irrevocably waive, to the fullest extent permitted by applicable
Law, any objection which they may now or hereafter have to the laying of venue
of any such dispute brought in such court or any defense of inconvenient forum
for the maintenance of such dispute. Each of the Parties agrees that a judgment
in any such dispute may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by Law.
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(m) Descriptive Headings. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
(n) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same Agreement. Delivery of an executed
counterpart of a signature page to this Agreement by facsimile shall be
effective as delivery of a manually executed counterpart of this Agreement.
(o) Further Assurances. From time to time, as and when reasonably
requested by the Company, each Shareholder shall execute and deliver all such
documents and instruments, and shall take all such further or other actions, as
shall be reasonably necessary or appropriate to carry out the intent of this
Agreement.
(p) Publicity. The Company and each Shareholder shall consult with
each other before issuing, and give each other the opportunity to review and
comment upon, any press release or other public statements with respect to the
transactions contemplated by this Agreement or the Merger Agreement, and shall
not issue any such press release or make any such public statement prior to such
consultation, except as may be required by applicable Law, court process or as
required or requested by any securities exchange or securities quotation system
on which the securities of any shareholder of MIHL are listed. The Parties agree
that the initial press release to be issued with respect to the transactions
contemplated by this Agreement or the Merger Agreement shall be in the form
heretofore reasonably agreed to by the Parties, subject to any changes that may
be required to take into account comments from The Stock Exchange of Hong Kong
Limited.
(q) Confidentiality. Each Shareholder shall keep confidential, shall
not use in a manner in competition with or detrimental to the Company, and shall
cause each of its Subsidiaries and instruct each of its directors, officers,
employees and advisors to keep confidential, all confidential or proprietary
information relating to the Company, the Company's Subsidiaries and their
respective businesses, except as required by applicable Law and except for
information which is available to the public on the date hereof, or thereafter
becomes available to the public other than as a result of a breach of this
provision or any other confidentiality agreement governing such information to
which such Shareholder is a party.
(r) Action in Shareholder Capacity Only. The Parties acknowledge that
the covenants and agreements set forth in Sections 1 and 3 of this Agreement are
agreed upon by each Shareholder in its capacity as owner of MIHL Shares and that
nothing in Sections 1 and 3 of this Agreement shall in any way restrict or limit
any director or officer of MIHL from taking any action in his capacity as a
director or officer of MIHL that is necessary for him to comply with his
fiduciary duties as a director or officer of MIHL.
(s) Reliance on Counsel and Other Advisors. Each of the Parties has
consulted with such legal, financial, technical or other experts as it deems
necessary or desirable before entering into this Agreement. Each of the Parties
represents and warrants that it has read, knows, understands and agrees with the
terms and conditions of this Agreement.
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(t) Waiver. No failure or delay on the part of any Party in the
exercise of any right hereunder will impair such right or be construed to be a
waiver of, or acquiescence in, any breach of any representation, warranty or
agreement herein, nor will any single or partial exercise of any such right
preclude any other or future exercise thereof or of any other right.
(u) Several Nature of Obligations. Notwithstanding any provision to
the contrary in this Agreement, each obligation of a Shareholder under this
Agreement shall be the several, and not joint, obligation of such Shareholder
only, and each Shareholder shall be responsible for, and shall only be
responsible for, such Shareholder's actions and not the actions or omissions of
any other Shareholder.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the Company and each Shareholder have executed
and delivered this Agreement as of the day and year first above written.
EYE CARE CENTERS OF AMERICA, INC.
By: /s/ Xxxxx X. XxXxxxx
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Name: Xxxxx X. XxXxxxx
Title: President and Chief Executive Officer
SHARP MERIT INTERNATIONAL LTD.
/s/ Ma Xx Xxx
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Name: Ma Xx Xxx
Title: Director
[Signature Page to Voting Agreement]
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IN WITNESS WHEREOF, the Company and each Shareholder have executed
and delivered this Agreement as of the day and year first above written.
EYE CARE CENTERS OF AMERICA, INC.
By: /s/ Xxxxx X. XxXxxxx
--------------------------------------
Name: Xxxxx X. XxXxxxx
Title: President and Chief Executive Officer
MA XX XXX
/s/ Ma Xx Xxx
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Name: Ma Xx Xxx
[Signature Page to Voting Agreement]
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IN WITNESS WHEREOF, the Company and each Shareholder have executed
and delivered this Agreement as of the day and year first above written.
EYE CARE CENTERS OF AMERICA, INC.
By: /s/ Xxxxx X. XxXxxxx
-------------------------------------
Name: Xxxxx X. XxXxxxx
Title: President and Chief Executive Officer
MA XX XXXX
/s/ Ma Xx Xxxx
-------------------------------------
Name: Ma Xx Xxxx
[Signature Page to Voting Agreement]
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IN WITNESS WHEREOF, the Company and each Shareholder have executed
and delivered this Agreement as of the day and year first above written.
EYE CARE CENTERS OF AMERICA, INC.
By: /s/ Xxxxx X. XxXxxxx
-------------------------------------
Name: Xxxxx X. XxXxxxx
Title: President and Chief Executive Officer
MA BO LUNG
/s/ Ma Bo Lung
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Name: Ma Bo Lung
[Signature Page to Voting Agreement]
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IN WITNESS WHEREOF, the Company and each Shareholder have executed
and delivered this Agreement as of the day and year first above written.
EYE CARE CENTERS OF AMERICA, INC.
By: /s/ Xxxxx X. XxXxxxx
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Name: Xxxxx X. XxXxxxx
Title: President and Chief Executive Officer
MA LIT KIN, CARY
/s/ Ma Lit Kin, Cary
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Name: Ma Lit Kin, Cary
[Signature Page to Voting Agreement]
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IN WITNESS WHEREOF, the Company and each Shareholder have executed
and delivered this Agreement as of the day and year first above written.
EYE CARE CENTERS OF AMERICA, INC.
By: /s/ Xxxxx X. XxXxxxx
-------------------------------------
Name: Xxxxx X. XxXxxxx
Title: President and Chief Executive Officer
MA XXX XXX, XXXXXX
/s/ Ma Xxx Xxx, Xxxxxx
-------------------------------------
Name: Ma Xxx Xxx, Xxxxxx
[Signature Page to Voting Agreement]
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EXHIBIT A
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Shareholders' Company Capital Stock
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---------------------------------- ------------------------------------------------ ----------------------------------
Shareholder Address Number of MIHL Shares
----------- ------- ---------------------
---------------------------------- ------------------------------------------------ ----------------------------------
Sharp Merit International Ltd 4/F, Xxxxxxx Industrial Building
00 Xxxx Xxx Xxxx
Xxxxxxx Xxx, Xxxxxxx, Xxxx Xxxx 153,015,344
---------------------------------- ------------------------------------------------ ----------------------------------
Ma Xx Xxx 4/F, Xxxxxxx Industrial Building
00 Xxxx Xxx Xxxx
Xxxxxxx Xxx, Xxxxxxx, Xxxx Xxxx 11,000,000
---------------------------------- ------------------------------------------------ ----------------------------------
Ma Xx Xxxx 4/F, Xxxxxxx Industrial Building
00 Xxxx Xxx Xxxx
Xxxxxxx Xxx, Xxxxxxx, Xxxx Xxxx 500,000
---------------------------------- ------------------------------------------------ ----------------------------------
Ma Bo Lung 4/F, Xxxxxxx Industrial Building
00 Xxxx Xxx Xxxx
Xxxxxxx Xxx, Xxxxxxx, Xxxx Xxxx 500,000
---------------------------------- ------------------------------------------------ ----------------------------------
Ma Lit Kin, Cary 4/F, Xxxxxxx Industrial Building
00 Xxxx Xxx Xxxx
Xxxxxxx Xxx, Xxxxxxx, Xxxx Xxxx 1,789,721
---------------------------------- ------------------------------------------------ ----------------------------------
Ma Xxx Xxx, Xxxxxx 4/F, Xxxxxxx Industrial Building
00 Xxxx Xxx Xxxx
Xxxxxxx Xxx, Xxxxxxx, Xxxx Xxxx 1,517,338
---------------------------------- ------------------------------------------------ ----------------------------------
