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Support Agreement

 

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Title:

Support Agreement

Entities:

Honeywell International Inc.; 678669 B.C. Ltd.; Silent Witness Enterprises Ltd.

Date:

2003

Size:

Preview shows 8KB of 154KB total

Price:

$55

ID:

#215627

 

 

► M&A ► Support Agreements
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► Capital Goods ► Defense

 

 

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SUPPORT AGREEMENT
-----------------

THIS AGREEMENT made the 10th day of October, 2003,

BETWEEN

678669 B.C. LTD., a corporation incorporated under the laws
of British Columbia

(the "Offeror")

AND:

HONEYWELL INTERNATIONAL INC., a corporation incorporated
under the laws of Delaware

("Offeror's Parent")

AND:

SILENT WITNESS ENTERPRISES LTD., a company incorporated
under the laws of British Columbia

("Company")

WHEREAS:

A. Offeror's Parent has taken the initiative of organizing and
incorporating the Offeror for the purposes contemplated in this
Agreement;

B. The Offeror and Offeror's Parent wish to make a takeover bid, through
the Offeror, for all of the outstanding Common Shares at a price per
share of $11.27, assuming that there will be no more than 7,952,952
Common Shares outstanding at the expiry of the bid (which number of
Common Shares shall be reduced by any Options which are surrendered to
the Company for cancellation and payment in cash in lieu of exercise
and cancelled pursuant to such surrender or share appreciation rights
that are settled by a cash payment without issuance of Common Shares),
and based upon the representations and warranties of the Company made
in this Agreement;

C. The Board of Directors has unanimously determined to recommend
acceptance of the Offer to the shareholders of the Company and for the
Company to cooperate with the Offeror and take all reasonable action
not inconsistent with the fiduciary obligations of the directors of
the Company to support the Offer, all on the terms and subject to the
conditions contained herein;

D. The Offeror's Parent has, concurrently with the execution of this
Agreement, entered into deposit agreements with Rob Bakshi, Vinod
Bakshi and Tom Gill, setting forth the terms and conditions upon which
such shareholders shall irrevocably deposit, or cause to be deposited,
under the Offer all such holders' current and subsequently acquired
Common Shares; and

E. The Board of Directors has unanimously determined that it would be in
the best interests of the Company to enter into this Agreement;

NOW THEREFORE, in consideration of the mutual covenants and agreements
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each party, the parties
agree as follows:

ARTICLE 1
THE OFFER

1.1 THE OFFER

(a) Subject to the terms and conditions of this Agreement, the
Offeror and Offeror's Parent shall promptly publicly announce
and, on a day no later than October 28, 2003, issue and mail the
Offer in accordance with the Applicable Laws. Under the Offer,
the Offeror shall offer to purchase all the outstanding Common
Shares, including Common Shares issuable upon the conversion,
exchange or exercise of any (i) options to acquire Common Shares
(the "Options") and (ii) other rights, warrants or entitlements
to acquire Common Shares, at a price of $11.27 in cash per Common
Share.

(b) The Offer will provide that the obligations of the Offeror to
take-up and pay for Common Shares will be subject only to the
satisfaction or waiver of the Bid Conditions set out on Exhibit
II, including the Minimum Condition.

(c) The Offer will be made in accordance with the Applicable Laws and
applicable securities legislation in other jurisdictions in
Canada and in the United States where registered holders of
Common Shares are located, be in the English and, if necessary
under the laws of the province of Quebec, French language, be
signed by both the Offeror and Offeror's Parent, as offerors, and
the initial expiration date and time will be (i) not earlier than
4:30 p.m. (Vancouver time) on a date 36 days after the date the
Offer is first published or sent or given to holders of Common
Shares and (ii) not later than 4:30 p.m. (Vancouver time) on a
date 40 days after the date the Offer is first published or sent
or given to holders of Common Shares, subject to the right of the
Offeror to extend the period during which Common Shares may be
deposited under the Offer if any of the Bid Conditions are not
satisfied on the initial expiry date of the Offer. The Offeror
and Offeror's Parent shall use their reasonable best efforts to
consummate the Offer and take up and pay for the Common Shares
validly deposited thereunder and not withdrawn, subject only to
the terms and conditions thereof and hereof. In the event that
the condition set forth in paragraphs (a) or (b) of the Bid
Conditions is not satisfied by the initial expiration date, the
Offeror and Offeror's Parent shall extend the Offer, and continue
to extend the Offer, until at least January 31, 2004 (provided
that at least 75% of the outstanding Common Shares on a
fully-diluted basis other than Common Shares already held at the
date of the Offer by, or by a nominee for, the Offeror or its
affiliates have been validly deposited and not withdrawn) or such
earlier date on which such conditions may be satisfied or on
which it is determined by the Offeror that such conditions cannot
be satisfied.

(d) Subject to the terms of the Offer and this Agreement and the
satisfaction or waiver of all the Bid Conditions as of any
expiration date, the Offeror shall within the time periods
required by Applicable Laws take-up, accept for payment and pay
for all Common Shares validly tendered and not properly withdrawn
pursuant to the Offer as soon as practicable after such
expiration date of the Offer.

(e) It is understood and agreed that the Offeror and Offeror's Parent
may, in their sole discretion, modify or waive any term or
condition of the Offer, provided that the Offeror and Offeror's
Parent shall not, without the consent of the Company:

(i) increase the number or percentage of Common Shares
required to satisfy the Minimum Condition or decrease the
number or percentage of Common Shares required to satisfy
the Minimum Condition below 50% of the outstanding Common
Shares, decrease the consideration per Common Share
payable under the Offer, change the form of consideration
payable under the Offer (other than to add additional
consideration) or decrease the number of Common Shares
sought under the Offer;

(ii) impose additional material conditions to the Offer;

(iii) in the event all of the Bid Conditions are satisfied or
waived, extend the period during which Common Shares may
be deposited under the Offer without taking up and paying
for Common Shares validly deposited thereunder and not
withdrawn except as required by Applicable Law; or

(iv) modify or amend the Offer or any terms thereof in any

 

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