EXHIBIT 99.2
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement"), dated as of December 31, 2003, is
made by and between Wembley Ltd. (the "Stockholder") and GEO Holdings Corp., a
Delaware corporation (the "Parent").
WHEREAS, Gundle/SLT Environmental, Inc., a Delaware corporation (the
"Company"), the Parent, and GEO Sub Corp., a Delaware corporation and a
wholly-owned subsidiary of the Parent (the "Merger Sub"), are entering into an
Plan and Agreement of Merger (the "Merger Agreement"), dated as of the date
hereof, pursuant to which the Merger Sub has agreed to merge with and into the
Company (the "Merger"), a copy of which is attached hereto as Exhibit A.
WHEREAS, pursuant to the Merger, each outstanding share of common stock,
par value $.01 per share, of the Company (the "Common Stock") issued and
outstanding immediately prior to the Effective Date, (other than shares owned or
held directly or indirectly by the Company, its Subsidiaries, Parent or Merger
Sub and other than Dissenting Shares) will be converted into the right to
receive $18.50.
WHEREAS, the consummation of the transactions contemplated by the Merger
Agreement is subject to certain conditions, including the approval of the Merger
by the holders of a majority of the outstanding shares of Common Stock.
WHEREAS, the Stockholder is the record and beneficial owner of 4,557,143
shares of Common Stock, representing approximately 40% of the shares of Common
Stock outstanding as of the date hereof (such shares, together with any shares
of capital stock of the Company acquired by the Stockholder or as to which the
Stockholder may acquire direct or indirect voting or investment power after the
date hereof and during the term of this Agreement, being collectively referred
to herein as the "Stockholder Shares").
WHEREAS, as a condition to the willingness of the Parent and Merger Sub to
enter into the Merger Agreement, and as an inducement to the Parent and Merger
Sub to do so, the Stockholder has agreed as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, the parties, intending to
be legally bound, hereby agree that the foregoing recitals are true and correct,
and further agree as follows:
1. Definitions. Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Merger Agreement.
2. Covenants of Stockholder.
(a) Agreement to Vote. During the period from the date of this Agreement
until the Voting Termination Date (as defined in Section 6(f) below), the
Stockholder agrees, at any meeting of the stockholders of the Company held prior
to the Voting Termination Date, however called, and at every adjournment thereof
prior to the Voting Termination Date, the Stockholder shall vote the
Stockholder's Stockholder Shares (i) in favor of the approval of the Merger and
each of the other transactions contemplated by the Merger Agreement to be
performed by the Company and any actions required in furtherance thereof; (ii)
against any GSE Transaction Proposal or any other action or agreement that,
directly or indirectly, is inconsistent with or that is reasonably likely, to
impede, interfere with, delay or postpone the Merger contemplated by the Merger
Agreement and (iii) against (A) any material change in the present
capitalization of the Company or, except as expressly contemplated by Paragraphs
1.4 and 1.6 of the Merger Agreement, any amendment of the Company's certificate
of incorporation or bylaws, each as in effect on the date hereof; and (B) any
other material change in the Company's corporate structure. Prior to the Voting
Termination Date, the Stockholder shall not enter into any agreement or
understanding with any Person, directly or indirectly, to vote, grant any proxy
or give instructions with respect to the voting of the Stockholder's Stockholder
Shares in any manner inconsistent with the preceding sentence.
(b) Proxies.
(i) The Stockholder hereby revokes any and all previous
proxies granted with respect to matters set forth in Section 2(a) above for
the Stockholder's Stockholder Shares. The Stockholder shall promptly cause
a copy of this Agreement to be deposited with the Company at its principal
place of business.
(ii) Prior to the Voting Termination Date, the Stockholder
shall not grant any proxies or powers of attorney with respect to matters
set forth in Section 2(a) above, deposit any of the Stockholder's
Stockholder Shares into a voting trust or enter into a voting agreement
with respect to any of the Stockholder's Stockholder Shares, in each case
with respect to the matters set forth in Section 2(a).
(c) Transfer of Stockholder Shares by Stockholder. During the period from
the date of this Agreement until the Voting Termination Date, the Stockholder
shall not (i) pledge or place any Encumbrance on any of the Stockholder's
Stockholder Shares, other than pursuant to this Agreement, or (ii) transfer,
sell, exchange or otherwise dispose of (including by gift) any of the
Stockholder's Stockholder Shares, or enter into any contract, option or other
agreement to do the foregoing, unless the person or entity to whom the
Stockholder Shares are transferred or sold to agrees in writing to be bound by
the terms of this Agreement.
(d) GSE Transaction Proposal. During the period from the date of this
Agreement until the Voting Termination Date, the Stockholder agrees that the
Stockholder shall not, and such Stockholder shall not permit any of its
controlled affiliates, directors, officers, employees, investment bankers,
attorneys or other advisors or representatives of the Stockholder to, (i)
directly or indirectly solicit, initiate or knowingly encourage the submission
of, any GSE Transaction Proposal or (ii) directly or indirectly participate in
any discussions or negotiations regarding, or furnish to any Person any
information with respect to, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes or may reasonably be
expected to lead to, any GSE Transaction Proposal.
(e) Support. During the period from the date of this Agreement until the
Voting Termination Date, the Stockholder shall use its reasonable efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, and to
reasonably assist and reasonably cooperate with
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the Parent in doing, all things necessary to consummate the Merger as
contemplated by the Merger Agreement; provided, however, that notwithstanding
anything to the contrary in this Section 2(e), or this Agreement, the
Stockholder shall not be required to incur out-of-pocket costs and expenses in
connection with the satisfaction of its obligations herein (other than such
out-of-pocket costs and expenses incurred in the ordinary course of
participating in a stockholder meeting of the Company).
(f) Appraisal Rights. So long as the Merger Agreement is not materially
amended or modified, and the Stockholder receives all of the consideration
payable to such Stockholder in connection with the Merger under the Merger
Agreement, then, to the extent permitted by applicable law, the Stockholder
hereby waives any rights of appraisal or rights to dissent from the Merger that
it may have under applicable law. Any reduction in the $18.50 per share price
shall be deemed to be a material amendment to the Merger Agreement.
3. Representations, Warranties and Additional Covenants of
Stockholder. The Stockholder represents, warrants and covenants as to itself to
Parent that:
(a) Ownership. The Stockholder is, as of the date hereof, the beneficial
and record owner of 4,557,143 shares of the Common Stock (the "Currently-Owned
Shares") and the Stockholder has the sole right to vote the Stockholder Shares.
Except as created hereby, none of the Stockholder's Stockholder Shares is
subject to any voting trust or other agreement, arrangement or restriction with
respect to the voting of the Stockholder Shares.
(b) Authority and Non-Contravention. The Stockholder has the right, power
and authority to enter into this Agreement and to consummate the transactions
contemplated by this Agreement. The execution and delivery of this Agreement by
the Stockholder and the consummation of the transactions contemplated by this
Agreement by the Stockholder have been duly authorized by all necessary action
on the part of the Stockholder. This Agreement has been duly executed and
delivered by the Stockholder and constitutes a valid and binding obligation of
the Stockholder, enforceable against the Stockholder in accordance with its
terms, subject to normal equitable principles. The execution, delivery and
performance of this Agreement by the Stockholder (i) require no action by or in
respect of, or filing with, any Governmental Authority with respect to the
Stockholder, other than any required filings under Section 13 of the Exchange
Act, and (ii) do not conflict with and will not result in the violation of any
material judgment, decree, statute, law, ordinance, rule or regulation
applicable to the Stockholder.
(c) Total Shares. The Currently-Owned Shares are the only shares of capital
stock of the Company owned beneficially or of record as of the date hereof by
the Stockholder or any of its controlled Affiliates, and the Stockholder does
not have any option to purchase or right to subscribe for or otherwise acquire
any voting securities of the Company.
(d) Reliance by Parent. The Stockholder understands and acknowledges that
Parent is entering into the Merger Agreement in reliance upon the execution and
delivery of this Agreement by such Stockholder.
(e) Publication. Such Stockholder hereby permits Parent to publish and
disclose in the Proxy Statement (including all documents and schedules filed
with the Securities and Exchange
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Commission) the Stockholder's identity and the number of Stockholder Shares
owned by the Stockholder and the nature of the Stockholder's commitments,
arrangements and understandings pursuant to this Agreement; provided, however,
that such publication and disclosure is subject in all cases to the prior
review, comment and consent by the Stockholder and its advisors (such consent
not to be unreasonably delayed or withheld).
4. Representations, Warranties and Covenants of the Parent. The Parent
represents, warrants and covenants to the Stockholder that:
(a) Power and Authority. The Parent has the right, power and authority to
enter into this Agreement and to consummate the transactions contemplated by
this Agreement. The execution and delivery of this Agreement by the Parent and
the consummation of the transactions contemplated by this Agreement have been
duly authorized by all necessary action on the part of the Parent. This
Agreement has been duly executed and delivered by the Parent and constitutes a
valid and binding obligation of the Parent, enforceable against the Parent in
accordance with its terms, subject to normal equitable principles.
5. Miscellaneous.
(a) Expenses. All costs and expenses incurred in connection with this
Agreement shall be paid by the party incurring such cost or expense.
(b) Further Assurances. From time to time, at the request of the Parent, in
the case of the Stockholder, or at the request of the Stockholder, in the case
of the Parent, and without further consideration, each party shall execute and
deliver or cause to be executed and delivered such additional documents and
instruments and take all such further action as may be reasonably necessary to
consummate the transactions contemplated by this Agreement.
(c) Specific Performance. The Stockholder agrees that the Parent would be
irreparably damaged if for any reason the Stockholder fails to perform any of
the Stockholder's obligations under this Agreement, and that the Parent would
not have an adequate remedy at law for money damages in such event. Accordingly,
the Parent shall be entitled to seek specific performance and injunctive and
other equitable relief to enforce the performance of this Agreement by the
Stockholder. This provision is without prejudice to any other rights that the
Parent may have against the Stockholder for any failure to perform their
obligations under this Agreement.
(d) Amendments. This Agreement may not be modified or amended except by an
instrument or instruments in writing signed by each party hereto.
(e) Termination of Representations, Warranties and Covenants. The
representations, warranties, covenants and agreements set forth in Sections 2, 3
and 4 above shall terminate, except with respect to liability for prior breaches
thereof, upon the Voting Termination Date. The agreements set forth in Section 5
hereof shall survive any termination of this Agreement.
(f) "Voting Termination Date". For purposes of this Agreement, the "Voting
Termination Date" means the earliest to occur of the date on which (i) the
Merger Agreement terminates or is terminated in accordance with its terms, (ii)
the Effective Date occurs, (iii) the Parent or the Merger Sub shall materially
breach this Agreement or the Merger Agreement, and
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(iv) the Merger Agreement is amended, modified or waived in any respect that is
materially adverse to the Stockholder without the written consent of the
Stockholder.
(g) Assignment. Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in part, by
operation of law or otherwise by any of the parties without the prior written
consent of the other party. Subject to the preceding sentence, this Agreement
shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns.
(h) Certain Events. The Stockholder agrees that this Agreement and the
obligations hereunder shall attach to the Stockholder's Stockholder Shares and
shall be binding upon any Person to which legal or beneficial ownership of such
shares shall pass, whether by operation of law or otherwise, including the
Stockholder's heirs, guardians, administrators or successors, and the
Stockholder further agrees to take all actions necessary to effectuate the
foregoing. In the event of any stock split, stock dividend, reclassification,
merger, reorganization, recapitalization or other change in the capital
structure of the Company affecting the capital stock of the Company, the number
of Stockholder Shares shall be adjusted appropriately. In addition, in the event
of any other acquisition of additional shares of capital stock of the Company or
other voting securities of the Company by the Stockholder (including through the
exercise of any warrants, stock options or similar instruments), the number of
Currently-Owned Shares shall be increased appropriately. This Agreement and the
representations, warranties, covenants, agreements and obligations hereunder
shall attach to any additional shares of capital stock of the Company or other
voting securities of the Company issued to or acquired by the Stockholder
directly or indirectly (including through the exercise of any warrants, stock
options or similar instruments).
(i) Entire Agreement. This Agreement (including the documents referred to
herein) (i) constitutes the entire agreement, and supersedes all prior
agreements and understanding, both oral and written between the parties with
respect to the subject matter of this Agreement and (ii) is not intended to
confer upon any Person other than the parties any rights or remedies.
(j) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, sent by documented
overnight delivery service or, to the extent receipt is confined, appropriate
telecopy address or telecopy number set forth below (or at such other address or
telecopy number for a party as shall be specified by like notice):
If to the Parent to:
GEO Holdings Corp.
c/o Code Xxxxxxxx & Xxxxxxx LLC
00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
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with a copy to:
Xxxxxxxx & Xxxxx LLP
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, P.C.
If to the Stockholder, to:
Wembley Ltd.
c/o Gundle/SLT Environmental, Inc.
00000 Xxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxx
Facsimile: (000) 000-0000
(k) Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
(l) Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS
AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS
VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(l).
(m) Counterparts. This Agreement may be executed in two or more
counterparts, including, without limitation, facsimile counterparts, all of
which shall be considered one and the same agreement, and, shall become
effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties.
(n) Interpretation. The headings contained in this Agreement are inserted
for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.
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(o) Severability. Any provision hereof which is invalid or unenforceable
shall be ineffective to the extent of such invalidity or unenforceability,
without affecting in any way the remaining provisions hereof.
(p) Consent to Jurisdiction. Each party hereto irrevocably submits to the
nonexclusive jurisdiction of (a) the state courts of the State of Delaware and
(b) the United States federal district courts located in the State of Delaware
for the purposes of any suit, action or other proceeding arising out of this
Agreement or any transaction contemplated hereby.
(q) Attorney's Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and necessary disbursements, in
addition to any other relief to which such party may be entitled.
(r) No Limitation on Actions of the Stockholder as Director. In the event
the Stockholder or any of the Stockholder's affiliates is a director of the
Company, notwithstanding anything to the contrary in this Agreement, nothing in
this Agreement is intended or shall be construed to require the Stockholder or
such affiliate to take or in any way limit any action that the Stockholder or
such affiliate may take to discharge the Stockholder's or such affiliate's
fiduciary duties as a director of the Company.
(s) Representation by Counsel; Interpretation. Each of the parties hereto
acknowledge and agree that the terms of this Agreement were negotiated at arm's
length and that each party to this Agreement has been, or has had an opportunity
to be represented by separate counsel in connection with this Agreement and the
matters contemplated by this Agreement. Accordingly, any rule of law, or any
legal decision that would require interpretation of any claimed ambiguities in
this Agreement against the party that drafted it has no application and is
expressly waived. The provisions of this Agreement shall be interpreted in a
reasonable manner to effect the intent of the parties.
* * * * *
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IN WITNESS WHEREOF, this Voting Agreement has been signed by or on behalf
of each of the parties as of the date first above written.
GEO HOLDINGS CORP.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: President
WEMBLEY LTD.
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: President
