OFFER TO PURCHASE FOR CASH ALL SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS) OF WHITTAKER CORPORATION AT $28.00 NET PER SHARE BY MEGGITT ACQUISITION INC. AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF MEGGITT PLCOffer to Purchase • June 15th, 1999 • Meggit PLC • Miscellaneous fabricated metal products
CONFORMED] AGREEMENT AND PLAN OF MERGERMerger Agreement • June 15th, 1999 • Meggit PLC • Miscellaneous fabricated metal products • Delaware
CONFORMED COPYUnderwriting Agreement • June 15th, 1999 • Meggit PLC • Miscellaneous fabricated metal products
AGREEMENTTerm and Revolving Credit Facility • June 15th, 1999 • Meggit PLC • Miscellaneous fabricated metal products • Delaware
Exhibit (c)(4) June 9, 1999 Meggitt PLC Farrs House Cowgrove Wimborne Dorset BH21 4EL United Kingdom Dear Sirs: In consideration of your entering into the Agreement and Plan of Merger dated as of June 9, 1999 among Whittaker Corporation, Merger...Tender Agreement • June 15th, 1999 • Meggit PLC • Miscellaneous fabricated metal products
In consideration of your entering into the Agreement and Plan of Merger dated as of June 9, 1999 among Whittaker Corporation, Merger Subsidiary and you (the 'Merger Agreement'), I hereby agree that (i) I will tender, pursuant to the terms of the Offer, all of the Shares held by me as of the commencement of the Offer, (ii) during the term of this letter agreement I will not sell transfer or otherwise dispose of any Shares held by me, except pursuant to the terms of the Offer and (iii) I will not exercise any rights of appraisal under Delaware Law for the Shares held by me. This letter agreement shall terminate in the event of any termination of the Agreement.
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"). Whittaker...Merger Agreement • June 15th, 1999 • Meggit PLC • Miscellaneous fabricated metal products
