Exhibit 99.2
EXECUTION VERSION
VOTING AGREEMENT
VOTING AGREEMENT (this “
Agreement ”), dated as of July 25, 2005, by and
among Videsh Sanchar Nigam Limited, an Indian Limited Company
(“ Parent ”), and Gemini Trust, a trust
organized under the laws of the Commonwealth of the Bahamas
(“ Shareholder ”).
WITNESSETH:
WHEREAS, simultaneously with the
execution of this Agreement, Parent, VSNL Telecommunications
(Bermuda) Ltd., a Bermuda exempt company and a direct wholly owned
subsidiary of Parent (“ Amalgamation Sub
”), and Teleglobe International Holdings Ltd, a Bermuda
exempt company (the “ Company ”), have
entered into an Agreement and Plan of Amalgamation (the “
Amalgamation Agreement ”), pursuant to which
the parties thereto have agreed, upon the terms and subject to the
conditions set forth therein, that the Company and Amalgamation Sub
shall amalgamate under the Laws of Bermuda and continue as a
Bermuda exempted company (the “ Amalgamation
”);
WHEREAS, as of the date hereof,
Shareholder is the record owner of the Existing Shares (as
hereinafter defined), being common shares, $0.01 par value, of the
Company (the “ Company Common Shares ”);
and
WHEREAS, as inducement and a
condition to entering into the Amalgamation Agreement, Parent has
required Shareholder to agree, and Shareholder has agreed, to enter
into this Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual premises, representations, warranties,
covenants and agreements contained herein, the parties hereto,
intending to be legally bound hereby, agree as follows:
Section 1. Certain
Definitions . In addition to the terms defined elsewhere
herein, capitalized terms used and not defined herein have the
respective meanings ascribed to them in the Amalgamation Agreement.
For purposes of this Agreement:
(a) “ Beneficially
Own ” or “ Beneficial Ownership
” with respect to any securities means having
“beneficial ownership” of such securities as determined
pursuant to Rule 13d-3(a) under the Exchange Act. Without
duplicative counting of the same securities by the same holder,
securities Beneficially Owned by a Person include securities
Beneficially Owned by all other Persons with whom such Person would
constitute a “group” within the meaning of Section
13(d) of the Exchange Act with respect to the securities of the
same issuer.
(b) “ Existing
Shares ” means an aggregate of 1,096,163.52 Company
Common Shares owned of record by Shareholder as of the date
hereof.
(c) “ Securities
” means the Existing Shares together with any Company Common
Shares or other securities of the Company acquired by Shareholder
in any capacity after the date hereof and prior to the termination
of this Agreement whether upon the exercise of options, warrants or
rights, the conversion or exchange of convertible or exchangeable
securities,
or by means of purchase, dividend, distribution,
sub-division, recapitalization, combination, exchange of shares or
the like, gift, bequest, inheritance or as a successor in interest
in any capacity or otherwise.
Section 2. Representations and
Warranties of Shareholder . Shareholder represents and warrants
to Parent as follows:
(a) Ownership of Shares .
Shareholder is the sole registered owner of the Existing Shares. On
the date hereof, the Existing Shares constitute all of the Company
Common Shares registered in the name of, or Beneficially Owned by,
Shareholder. There are no outstanding options or other rights to
acquire from Shareholder, or obligations of Shareholder to sell or
to acquire, any Company Common Shares. With respect to the Company
Common Shares held by it, Shareholder has, and as long as this
Agreement remains in effect will have, sole voting power and sole
power to issue instructions with respect to the matters set forth
in Sections 4, 5 and 6 hereof, sole power of disposition, sole
power to demand appraisal rights and sole power to agree to all of
the matters set forth in this Agreement, in each case with no
material limitations, qualifications or restrictions on such
rights, subject to applicable securities laws and the terms of this
Agreement.
(b) Organization and
Authority . Shareholder is a trust organized under the laws of
the Commonwealth of the Bahamas. Shareholder has the legal
capacity, power and authority to enter into and perform all of its
obligations under this Agreement. This Agreement has been duly and
validly authorized, executed and delivered by Shareholder and,
assuming the due authorization, execution and delivery of this
Agreement by the other party hereto, constitutes a valid and
binding agreement of Shareholder, enforceable against Shareholder
in accordance with its terms except that (i) such enforcement may
be subject to applicable bankruptcy, insolvency or other similar
laws, now or hereafter in effect, affecting creditors’ rights
generally, and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.
(c) No Conflicts . Except as
contemplated by the Amalgamation Agreement: (i) no filing with, and
no permit, authorization, consent or approval of, any Governmental
Entity is necessary for the execution and delivery of this
Agreement by Shareholder and the consummation by Shareholder of the
transactions contemplated hereby; and (ii) none of the execution
and delivery of this Agreement by Shareholder, the consummation by
Shareholder of the transactions contemplated hereby or compliance
by Shareholder with any of the provisions hereof shall (A) conflict
with or result in any breach of any of Shareholder’s
organizational documents or (B) violate any order, writ,
injunction, decree, judgment, order, statute, rule or regulation
applicable to Shareholder with respect to the Existing Shares;
except in the case of clause (B) where any such violations,
individually or in the aggregate, would not reasonably be expected
to impair the ability of Shareholder to consummate the transactions
contemplated by this Agreement.
(d) No Encumbrances . Except
as permitted by this Agreement, the Existing Shares are now and, at
all times during the term hereof, and the Securities will be, held
by
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Shareholder free and clear of all Encumbrances,
except for any such Encumbrances arising hereunder or under federal
or state securities laws.
(e) Reliance . Shareholder
understands and acknowledges that each of the Company, Parent and
Amalgamation Sub is entering into the Amalgamation Agreement in
reliance upon Shareholder’s execution and delivery of this
Agreement.
Section 3. Disclosure .
Shareholder hereby agrees to permit the Company to publish and
disclose in any disclosure document that by law requires such
disclosure, including the Proxy Statement, in connection with the
Amalgamation and any transactions related thereto,
Shareholder’s identity and ownership of the Company Common
Shares and the nature of Shareholder’s commitments,
arrangements and understandings under this Agreement; provided,
however, that Shareholder shall be afforded a reasonable
opportunity to review and approve such disclosure in advance and
such disclosure shall not be made without Shareholder’s prior
written consent (which shall not be unreasonably
withheld).
Section 4. Transfer And Other
Restrictions . Other than with respect to the Amalgamation and
the transactions contemplated thereby:
(a) No Solicitation .
Shareholder shall immediately cease any discussions, activities or
negotiations with any other Person or Persons that may be ongoing
with respect to any Acquisition Proposal. Shareholder shall not
take any action (i) to encourage, solicit, initiate or facilitate,
directly or indirectly, the making or submission of any Acquisition
Proposal, (ii) to enter into any agreement, arrangement or
understanding with respect to any Acquisition Proposal or to agree
to approve or endorse any Acquisition Proposal or enter into any
agreement, arrangement or understanding that would require the
Company to abandon, terminate or fail to consummate the
Amalgamation or any other transaction contemplated by the
Amalgamation Agreement, (iii) to initiate or participate in any way
in any discussions or negotiations with, or furnish or disclose any
information to, any Person (other than Parent or Amalgamation Sub)
in furtherance of any Acquisition Proposal or (iv) to facilitate or
further in any other manner any inquiries with respect to, or the
making or submission of, any Acquisition Proposal.
(b) Certain Prohibited
Transfers . From and after the date hereof, except as otherwise
permitted by this Agreement or required by order of a court of
competent jurisdiction, Shareholder will not commit any act that
could restrict or otherwise affect its legal power, authority and
right to vote all of the Securities owned of record or beneficially
by it. Without limiting the generality of the foregoing, prior to
the termination of this Agreement, Shareholder agrees not to,
directly or indirectly, except as provided in this
Agreement:
(i) offer for sale, sell, transfer,
tender, pledge, encumber, assign or otherwise dispose of (including
by gift), or enter into any contract, option or other arrangement
or understanding with respect to or consent to the offer for sale,
sale, transfer, tender, pledge, encumbrance, assignment or other
disposition of any or all of the Securities or any interest
therein; or
(ii) grant any proxy (other than to
Company management to vote the Securities as set forth in Section 5
hereof) or power of attorney, deposit into a
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voting trust or enter into a voting
agreement or arrangement with respect to the Securities.
Section 5. Voting of the Company
Common Shares . Shareholder hereby agrees that, during the
period commencing on the date hereof and continuing
