Exhibit (e)(8)
December 28, 2001
Xx. Xxxxx Xxxxx
Co-President
SHL TeleMedicine Ltd.
00 Xxxx Xxxx Xx.
Xxx-Xxxx 00000
Xxxxxx
Re: LETTER OF EXCLUSIVITY
Dear Xx. Xxxxx:
In consideration of the substantial time, effort and expense
undertaken and to be undertaken by SHL Telemedicine Ltd., ("SHL"), and its
Representatives (as defined in the letter agreement, dated November 29, 2001,
and referred to below) in connection with its consideration of the proposed
acquisition (the "Proposed Transaction") of Raytel Medical Corporation, a
Delaware corporation ("Raytel"), the Special Committee (as defined below) on
behalf of Raytel hereby enters into the exclusivity arrangement described below
for the period commencing on the date of this letter agreement until the earlier
of the execution of a definitive agreement by the parties hereto or January 23,
2002 (the "Exclusivity Period"). It is the understanding of the parties that,
during the Exclusivity Period, (1) SHL and its Representatives will complete
their due diligence investigation, (2) Raytel will cooperate in providing access
for reasonable due diligence, and (3) the parties and their respective
Representatives will endeavor to negotiate and finalize the documentation for
the Proposed Transaction. SHL agrees that it will notify the Special Committee
in writing in the event that it elects to terminate negotiations with the
Special Committee, determines that the results of its due diligence are
unsatisfactory, elects to change its expression of interest from that expressed
in its December 21, 2001 non-binding proposal (the "Non-Binding Proposal"), or
to reduce the proposed offer price or terms. Upon the giving of such notice by
SHL, the Exclusivity Period will terminate. As used herein, "Special Committee"
means the Special Committee of the Board of Directors of Raytel created to
explore the possible negotiated sale of all or part of the Company.
The Special Committee on behalf of Raytel hereby agrees that,
during the Exclusivity Period, it will not initiate, solicit or encourage,
directly or indirectly, any inquiries or the making or implementation of any
proposal or offer with respect to the sale, transfer, lease or other disposal,
directly or indirectly, including through an asset sale, stock sale, tender or
exchange offer, merger, reorganization, recapitalization or other similar
transaction, of at least 50% of Raytel's consolidated assets or securities
representing at least 50% or more of Raytel's total voting power (in any such
case, an "Alternative Proposal"), or engage in any
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negotiations concerning, or provide any confidential information or data to, or
have any discussion with, any person or group relating to an Alternative
Proposal. The Special Committee also agrees it will immediately cease and cause
to be terminated any existing activities, discussions or negotiations with any
parties with respect to any of the foregoing.
Should Raytel take any action described in the first sentence
of the previous paragraph with a third party prior to the end of the Exclusivity
Period (even though the action may have been required to comply with applicable
law), and, within six months of such date Xxxxxx enters into an agreement for an
Alternative Proposal with a third party, Xxxxxx will reimburse SHL for its
reasonable costs and expenses incurred in connection with the conduct of its due
diligence examination, up to a maximum of $150,000. Such payment shall be the
exclusive remedy for any breach of this letter agreement.
In the event that Raytel or any of its subsidiaries or
affiliates or Representatives receives from any third party any unsolicited
inquiry concerning an Alternative Proposal or any expression of interest or
potential interest in an Alternative Proposal, Raytel may, and may cause or
permit its subsidiaries, affiliates and Representatives to, respond to such
inquiry or expression of interest by informing such third party in writing of
the existence and terms of this letter agreement, provided that Raytel shall
not, and shall direct its subsidiaries, affiliates and Representatives not to,
disclose to such third party the identity of SHL or the contemplated terms of
the Proposed Transaction, except as may be required under law or by the
provisions of a self regulatory body to which Xxxxxx is subject. In the event
Raytel determines that disclosure of the identity of SHL or the contemplated
terms of the proposed transaction is so required, it will provide advance notice
to SHL and the opportunity to review and comment on such disclosure. Each of
Raytel and SHL will pay its own costs and expenses incurred in connection with
the preparation of this letter agreement and the consummation of the
transactions contemplated hereby.
It is expressly understood by the parties hereto that this
letter agreement is not intended to, and does not, constitute an agreement to
consummate a Proposed Transaction or to enter into a definitive agreement with
respect to a Proposed Transaction, and neither Xxxxxx nor SHL nor any of their
respective affiliates will have any rights or obligations of any kind whatsoever
with respect to a Proposed Transaction by virtue of this letter agreement or any
other written or oral expression by either party hereto or their respective
Representatives unless and until a definitive agreement relating thereto between
Raytel and SHL is executed and delivered.
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The parties acknowledge and agree that this letter agreement
shall be subject to the terms and conditions of that certain letter agreement
dated November 29, 2001 between SHL and Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Capital,
including without limitation the provisions thereof relating to press releases
and other public disclosures.
This letter agreement shall be governed by and construed in
accordance with the Laws of the State of Delaware applicable to a contract
executed and performed in such State, without giving effect to the conflict of
laws principles thereof. Each party hereby irrevocably consents and submits to
the exclusive personal jurisdiction of and venue in the federal and state courts
of the State of Delaware in any legal proceeding relating to this letter
agreement, and each party waives its right to change venue. This letter
agreement may be executed by the parties in separate counterparts, each of which
when so executed and delivered shall be an original, but all such counterparts
shall together constitute one and the same instrument. Signatures may be
exchanged by facsimile. Each of the parties agrees that it will be bound by its
own facsimile signature and that it accepts the facsimile signature of the other
party. This letter agreement may be amended only by a written instrument signed
by the parties.
*********
If the foregoing is in accordance with your understanding of
our discussions and intentions, please sign this letter where indicated below
and return one fully executed original to us for our signature, whereupon this
letter will constitute our binding agreement with respect to the matters set
forth herein.
Very truly yours,
RAYTEL MEDICAL CORPORATION
By: /s/ Xxxx X. Xxxxxx
-----------------------------
Xxxx X. Xxxxxx
Special Committee Member
Accepted and agreed to as of
the date first written above:
SHL TELEMEDICINE LTD.
By: /s/ Xxxxx Xxxxx
---------------------
Name: Xxxxx Xxxxx
Title: Co-President
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RAYTEL MEDICAL CORPORATION
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
January 23, 2002
Xx. Xxxxx Xxxxx
Co-President
SHL TeleMedicine Ltd.
00 Xxxx Xxxx Xx.
Xxx-Xxxx 00000
Xxxxxx
Re: EXTENSION OF EXCLUSIVITY
Dear Xx. Xxxxx:
This letter amends that certain letter of exclusivity dated
December 28, 2001 (the "Exclusivity Agreement") between SHL Telemedicine Ltd.
("SHL") and Raytel Medical Corporation ("Raytel"). All capitalized terms used
but not defined herein shall have the meanings ascribed thereto in the
Exclusivity Agreement (except that the term "Exclusivity Period" is modified, as
herein provided).
The Exclusivity Period is currently set to expire on January
23, 2002. We are aware that SHL has already invested substantial time, effort
and expense in conducting the due diligence necessary for its consideration of
the Proposed Transaction. You have advised us that SHL is awaiting the receipt
from the Company of specified additional due diligence documents. In
consideration of the substantial time, effort and expense undertaken and to be
undertaken by SHL and its Representatives in connection with its consideration
of the Proposed Transaction, the Special Committee on behalf of Xxxxxx hereby
agrees to extend the Exclusivity Period until the earlier of the execution of a
definitive agreement by the parties hereto or January 29, 2002.
The Exclusivity Agreement shall continue in full force and
effect, except as amended above, and all references therein to "this letter
agreement" shall mean the Exclusivity Agreement, as so amended.
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If the foregoing is in accordance with your understanding of
our discussions and intentions, please sign this letter where indicated below
and return one fully executed original to us for our signature, whereupon this
letter will constitute our binding agreement with respect to the matters set
forth herein.
Very truly yours,
RAYTEL MEDICAL CORPORATION
By: /s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxxxx
Special Committee Member
Accepted and agreed to as of
the date first written above:
SHL TELEMEDICINE LTD.
By: /s/ Xxxxx Xxxxx
---------------------
Name: Xxxxx Xxxxx
Title: Co-President
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Exhibit (e)(8)
RAYTEL MEDICAL CORPORATION
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
February 2, 2002
Xx. Xxxxx Xxxxx
Co-President
SHL TeleMedicine Ltd.
00 Xxxx Xxxx Xx.
Xxx-Xxxx 00000
Xxxxxx
Re: EXCLUSIVITY
Dear Xx. Xxxxx:
This letter amends that certain letter of exclusivity dated
December 28, 2001, as amended (the "Exclusivity Agreement") between SHL
Telemedicine Ltd. ("SHL") and Raytel Medical Corporation ("Raytel"). All
capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Exclusivity Agreement (except that the term "Exclusivity Period"
is redefined, as herein provided).
We are aware that although exclusivity under the Exclusivity
Agreement expired on January 29, 2002, SHL has continued to invest substantial
time, effort and expense in conducting the due diligence necessary for its
consideration of the Proposed Transaction. You have advised us that SHL is
awaiting the receipt from the Company of specified additional due diligence
documents. In consideration of the substantial time, effort and expense
undertaken and to be undertaken by SHL and its Representatives in connection
with its consideration of the Proposed Transaction, the Special Committee on
behalf of Xxxxxx hereby agrees to grant exclusivity on the same terms and
conditions set forth in the Exclusivity Agreement, except that the Exclusivity
Period is hereby redefined to mean the period commencing on the date of this
letter agreement and ending on the earlier of the execution of a definitive
agreement by the parties hereto or February 7, 2002.
The Exclusivity Agreement shall continue in full force and
effect, except as amended above, and all references therein to "this letter
agreement" shall mean the Exclusivity Agreement, as so amended.
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If the foregoing is in accordance with your understanding of
our discussions and intentions, please sign this letter where indicated below
and return one fully executed original to us for our signature, whereupon this
letter will constitute our binding agreement with respect to the matters set
forth herein.
Very truly yours,
RAYTEL MEDICAL CORPORATION
By: /s/ Xxxx X. Xxxxxx
-----------------------------
Xxxx X. Xxxxxx
Special Committee Member
Accepted and agreed to as of
the date first written above:
SHL TELEMEDICINE LTD.
By: /s/ Xxxxx Xxxxx
---------------------
Name: Xxxxx Xxxxx
Title: Co-President
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