Exhibit 99.1
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Viacom International Inc. THOMSON multimedia S.A.
1515 Broadway 46 quai A.LE GALLO
New York, New York 10036 92648 BOULOGNE
CEDEX, France
LETTER AGREEMENT
February 7, 1998
Dear Sirs:
We write to confirm the agreement between THOMSON multimedia S.A.
("Thomson") and Viacom International Inc. ("Viacom") regarding the purchase and
sale of shares of ordinary shares, $.01 par value per share (the "Gemstar
Ordinary Shares") of Gemstar International Group Limited ("Gemstar") from Viacom
to Thomson (referred to herein as the "Letter Agreement") as follows:
WHEREAS, Viacom is the holder of certain shares of Gemstar Ordinary
Shares; and
WHEREAS, Thomson desires to purchase the 600,000 shares of Gemstar
Ordinary Shares owned by Viacom and Viacom desires to sell such Shares to
Thomson.
WHEREAS, NOW, THEREFORE, for good and valuable consideration, Viacom
and Thomson agree as follows:
1. Sale of the Gemstar Ordinary Shares from Viacom to Thomson;
Purchase Price. Viacom hereby agrees to sell, convey and transfer to Thomson
600,000 Gemstar Ordinary Shares (the "Sale Shares"). As consideration for the
600,000 Gemstar Ordinary Shares, Thomson agrees to pay Viacom $19,200,000.00
(equal to $32.00 per share of Gemstar Ordinary Shares).
Viacom will deliver the certificate(s) representing Sale Shares to Thomson in
its offices or the offices of its agent or other designee in the United States
against payment of the purchase price in immediately available funds by wire
transfer to the order of Viacom, to an account specified by Viacom, with such
payment to be made on February 12, 1998 at 10:00 a.m., New York City time, or
such other time and place as the parties hereto determine.
2. Representations and Warranties.
a. Thomson. Thomson represents and warrants to Viacom that:
(i) the execution, delivery and performance of this
Letter Agreement and the transactions contemplated
hereby are within its corporate powers and this
Letter Agreement has been duly authorized by all
necessary corporate action and duly executed and
delivered on its behalf; and
(ii) Thomson is not acquiring the Sale Shares for
resale with a view to or in connection with a
distribution of such Sale Shares.
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b. Viacom. Viacom represents and warrants to Thomson that:
(i) the execution, delivery and performance of this
Letter Agreement and the transactions contemplated
hereby are within its corporate powers and this
Letter Agreement has been duly authorized by all
necessary corporate action and duly executed and
delivered on its behalf. .
(ii) Viacom has all right, title and interest in, under
and to the Sale Shares, and, other than as
contemplated by this Letter Agreement, Viacom has
not pledged, hypothecated or otherwise encumbered
the Sale Shares nor has Viacom contracted or
otherwise agreed to sell, transfer, assign or
otherwise agreed to dispose of the Sale Shares nor
has Viacom contracted to or otherwise agreed to
any such pledge, hypothecation, or encumbrance.
3. Securities Laws. Viacom and Thomson hereby acknowledge and agree
that the transactions contemplated hereunder have not been registered under the
United States Securities Act of 1933, as amended, and the rules and regulations
thereunder (the "Securities Act"), or any state or other securities laws and
that the transfer of the Sale Shares was conducted pursuant to one or more
exemptions under the Securities Act, or state or other securities laws. Thomson
acknowledges that the Sale Shares may not be sold without registration under the
Securities Act and state or other securities laws and that the certificate(s)
representing the Sale Shares have one or more restrictive legends affixed
thereto.
4. Governing Law; Venue. This Letter Agreement shall be governed by
the laws of the State of New York, and the sale of the Gemstar Ordinary Shares
shall be deemed to have occurred in the State of New York.
IN WITNESS WHEREOF, the parties have entered into this Letter Agreement as of
the date first set forth above.
THOMSON multimedia S.A.
By: --------------------------
Name:
Title:
Viacom International Inc.
By: --------------------------
Name:
Title:
