Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D1 Tender-Offer Statement -- Third-Party Tender Offer 8 37K
2: EX-99.A.1 Offer to Purchase, Dated August 14, 1998 41 232K
3: EX-99.A.2 Letter of Transmittal 11 63K
4: EX-99.A.3 Notice of Guaranteed Delivery 2 16K
5: EX-99.A.4 Letter to Brokers, Dealers, Etc. 2 15K
6: EX-99.A.5 Letter to Clients 2 15K
7: EX-99.A.6 Guidelines for Certification 4± 17K
8: EX-99.A.7 Press Release of Parent Dated August 12, 1998 4 16K
9: EX-99.A.8 Press Release of Parent Dated August 14, 1998 1 10K
10: EX-99.A.9 Summary Advertisement 4 21K
11: EX-99.C.1 Agreement and Plan of Merger 74 231K
12: EX-99.C.2 Stock Option Agreement 13 43K
13: EX-99.C.3 Software Distribution Agreement 97 242K
14: EX-99.C.4 Confidentiality Agreement 5 23K
EX-99.C.4 — Confidentiality Agreement
EX-99.C.4 | 1st Page of 5 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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[MICROPROSE LETTERHEAD]
June 16, 1998
Hasbro
50 Dunham Road
Beverly, MA 01915
Attention: Mr. Ron Parkinson
Ladies and Gentlemen:
In connection with your consideration of a possible business transaction (a
"Transaction") with MicroProse, Inc. (the "Company"), the Company and you expect
to make available to one another certain nonpublic information concerning their
respective business, financial condition, operations, assets and liabilities. As
a condition to such information being furnished to each party and its directors,
officers, employees, agents or advisors (including, without limitation,
attorneys, accountants, consultants, bankers and financial advisors)
(collectively, "Representatives"), each party agrees to treat any nonpublic
information concerning the other party (whether prepared by the disclosing
party, its advisors or otherwise and irrespective of the form of communication)
which is furnished hereunder to a party or to its Representatives now or in the
future by or on behalf of the disclosing party (herein collectively referred to
as the "Evaluation Material") in accordance with the provisions of this letter
agreement, and to take or abstain from taking certain other actions hereinafter
set forth.
(1) EVALUATION MATERIAL. The term "Evaluation Material" also shall be
deemed to include all notes, analyses, compilations, studies, interpretations or
other documents prepared by each party or its Representatives which contain,
reflect or are based upon, in whole or in part, the information furnished to
such party or its Representatives pursuant hereto which is not available to the
general public. The term "Evaluation Material" does not include information
which (i) is or becomes generally available to the public other than as a result
of a breach of this Agreement by the receiving party or its Representatives,
(ii) was within the receiving party's possession prior to its being furnished to
the receiving party by or on behalf of the disclosing party, provided that the
source of such information was not known by the receiving party to be bound by a
confidentiality agreement with or other contractual, legal or fiduciary
obligation of confidentiality to the disclosing party, (iii) is or becomes
available to the receiving party on a non-confidential basis from a source other
than the disclosing party or any of its Representatives, provided that such
source was not known by the receiving party to be bound by a confidentiality
agreement with or other contractual, legal or fiduciary obligation of
confidentiality to the disclosing party or any other party with respect to such
information, (iv) is disclosed by the disclosing party to a third party without
a duty of confidentiality, (v) is independently developed by the recipient
without use of Evaluation Material, (vi) is disclosed under operation of law, or
(vii) is disclosed by the recipient or its Representatives with the discloser's
prior written approval.
(2) PURPOSE OF DISCLOSURE OF EVALUATION MATERIAL. It is understood and
agreed to by each party that any exchange of information under this agreement
shall be solely for the purpose of evaluating a Transaction between the parties
and not to affect, in any way, each party's relative competitive position to
each party or to other entities. It is further agreed, that the information to
be disclosed to each other shall only be that information which is reasonably
necessary to a Transaction and that information which is not reasonably
necessary for such purposes shall not be disclosed or
exchanged. For purposes of determining when information is reasonably necessary
for such purpose, legal counsel to each party shall agree, in advance, to
review information requests so as to comply with such standard. In addition,
competitively sensitive information such as information concerning product
development or marketing plans, product prices or pricing plans, cost data,
customers or similar information which has been determined to be reasonably
necessary to a Transaction, shall be limited only to those senior executives
and Representatives who are involved in evaluating or negotiating a Transaction
or approving the value of a Transaction.
(3) USE OF EVALUATION MATERIAL. Each party hereby agrees that it and its
Representatives shall use the other's Evaluation Material solely for the
purpose of evaluating a possible Transaction between the parties, and that the
disclosing party's Evaluation Material will be kept confidential and each party
and its Representatives will not disclose or use for purposes other than the
evaluation of a Transaction any of the other's Evaluation Material in any
manner whatsoever, provided, however, that (i) the receiving party may make any
disclosure of such information to which the disclosing party gives its prior
written consent and (ii) any of such information may be disclosed to the
receiving party's Representatives who need to know such information for the
sole purpose of evaluating a possible Transaction between the parties, who are
provided with a copy of this letter agreement, and who are directed by the
receiving party to treat such information confidentially.
(4) NON-DISCLOSURE. In addition, each party agrees that, without the
prior written consent of the other party, its Representatives will not disclose
to any other person the fact that any Evaluation Material has been made
available hereunder, that discussions or negotiations are taking place
concerning a Transaction involving the parties or any of the terms, conditions
or other facts with respect thereto (including the status thereof) PROVIDED,
that a party may make such disclosure if in the written opinion of a party's
outside counsel, such disclosure is necessary to avoid committing a violation
of law. In such event, the disclosing party shall use its best efforts to give
advance notice to the other party.
(5) REQUIRED DISCLOSURE. In the event that a party or its
Representatives are requested or required (by oral questions, interrogatories,
requests for information or documents in legal proceedings, subpoena, civil
investigative demand or similar process) to disclose any of the other party's
Evaluation Material, the party requested or required to make the disclosure
shall provide the other party with prompt notice of any such request or
requirement so that the other party may seek a protective order or other
appropriate remedy and/or waive compliance with the provisions of this letter
agreement. If, in the absence of a protective order or other remedy or the
receipt of a waiver by such other party, the party requested or required to
make the disclosure or any of its Representatives are nonetheless, in the
opinion of counsel, legally compelled to disclose the other party's Evaluation
Material to any tribunal, the party requested or required to make the
disclosure or its Representative may, without liability hereunder, disclose to
such tribunal only that portion of the other party's Evaluation Material which
such counsel advises is legally required to be disclosed, provided that the
party requested or required to make the disclosure exercises its reasonable
efforts to preserve the confidentiality of the other party's Evaluation
Material, including, without limitation, by cooperating with the other party to
obtain an appropriate protective order or other reliable assurance that
confidential treatment will be accorded the other party's Evaluation Material
by such tribunal.
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(6) TERMINATION OF DISCUSSIONS. If either party decides that it does not
wish to proceed with a Transaction with the other party, the party so deciding
will promptly inform the other party of that decision by giving a written notice
of termination. In that case, or at any time upon the request of either
disclosing party for any reason, each receiving party will promptly deliver to
the disclosing party or destroy all written Evaluation Material (and all copies
thereof and extracts therefrom) furnished to the receiving party or its
Representatives by or on behalf of the disclosing party pursuant hereto. In the
event of such a decision or request, all other Evaluation Material prepared by
the requesting party shall be destroyed and no copy thereof shall be retained,
and in no event shall either party be obligated to disclose or provide the
Evaluation Material prepared by it or its Representatives to the other party.
Notwithstanding the return or destruction of the Evaluation Material, each party
and its Representatives will continue to be bound by its obligations of
confidentiality and other obligations hereunder.
(7) NO REPRESENTATION OF ACCURACY. Each party understands and
acknowledges that neither party nor any of its Representatives makes any
representation or warranty, express or implied, as to the accuracy or
completeness of the Evaluation Material made available by it or to it. Each
party agrees that neither party nor any of its Representatives shall have any
liability to the other party or to any of its Representatives relating to or
resulting from the use of or reliance upon such other party's Evaluation
Material or any errors therein or omissions therefrom. Only those
representations or warranties which are made in a final definitive agreement
regarding the Transaction, when, as and if executed, and subject to such
limitations and restrictions as may be specified therein, will have any legal
effect.
(8) DEFINITIVE AGREEMENTS. Each party understands and agrees that no
contract or agreement providing for any Transaction involving the parties shall
be deemed to exist between the parties unless and until a final definitive
agreement has been executed and delivered. Each party also agrees that unless
and until a final definitive agreement regarding a Transaction between the
parties has been executed and delivered, neither party will be under any legal
obligation of any kind whatsoever with respect to such a Transaction by virtue
of this letter agreement except for the matters specifically agreed to herein.
For purposes of this paragraph, the term "definitive agreement" does not
include an executed letter of intent or any other preliminary written
agreement. Both parties further acknowledge and agree that each party reserves
the right, in its sole discretion, to provide or not provide Evaluation
Material to the receiving party under this Agreement, to reject any and all
proposals made by the other party or any of its Representatives with regard to
a Transaction between the parties, and to terminate discussions and
negotiations at any time.
(9) WAIVER. It is understood and agreed that no failure or delay by
either party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or future exercise thereof or the exercise of any other
right, power or privilege hereunder.
(10) MISCELLANEOUS. Each party agrees to be responsible for any breach of
this agreement by any of its Representatives. No failure or delay by the
Company or any of its Representatives in exercising any right, power or
privileges under this agreement shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise
of any right, power or privilege hereunder. In case any provision of this
agreement shall be invalid, illegal or
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unenforceable, the validity, legality and enforceability of the remaining
provisions of the agreement shall not in any way be affected or impaired
thereby.
(11) INJUNCTIVE RELIEF. It is further understood and agreed that money
damages would not be a sufficient remedy for any breach of this letter agreement
by either party or any of its Representatives and that the non-breaching party
shall be entitled to equitable relief, including injunction and specific
performance, as a remedy for any such breach. Such remedies shall not be deemed
to be the exclusive remedies for a breach of this letter agreement but shall be
in addition to all other remedies available at law or equity. In the event of
litigation relating to this letter agreement, if a court of competent
jurisdiction determines that either party or any of its Representatives have
breached this letter agreement, then the breaching party shall be liable and pay
to the non-breaching party the reasonable legal fees incurred in connection with
such litigation, including an appeal therefrom.
(12) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to agreements
made and to be performed within such State.
(13) SUBSEQUENT CONFIDENTIALITY AGREEMENTS. If the Company enters into a
confidentiality agreement similar to this agreement after the date hereof with
any entity and such agreement contains provisions on the whole less restrictive
than those set forth in this agreement, then the less restrictive provisions
shall apply to you in lieu of such other provisions.
(14) Terms for this agreement are to stay in effect for a maximum of 1
year.
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EX-99.C.4 | Last Page of 5 | TOC | 1st | Previous | Next | ↓Bottom | Just 5th |
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Please confirm your agreement with the foregoing by signing and returning
one copy of this letter to the undersigned, whereupon this letter agreement
shall become a binding agreement between you and the Company.
Very truly yours,
MICROPROSE, INC.
By: /s/ M. Kip Welch
---------------------------
M. Kip Welch
Vice President & General Counsel
Accepted and Agreed as of
the date first written above:
HASBRO
By: /s/ Ron Parkinson
----------------------
Name: Ron Parkinson
Title: V.P. Finance
Subject to term limitation to one year.
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Dates Referenced Herein and Documents Incorporated by Reference
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