Exhibit 99.1
[MML Letterhead]
June 15, 2009
The Special Committee of the Board of Directors
Argyle Security, Inc.
12903 Delivery Drive
San Antonio, Texas 78247
Gentlemen:
This letter (the Letter of Intent) will confirm the intent and understanding of MML Capital
Partners LLC, in its capacity as advisor to, and on behalf of, Mezzanine Management Fund IV A
L.P. and Mezzanine Management Fund IV Coinvest A L.P. (collectively MML), and Argyle Security,
Inc. (Argyle or the Company), regarding the proposed transaction more fully described below to
acquire the outstanding shares of common stock and units (the Common Stock) of Argyle that MML
and Argyle propose to discuss and, subject to the terms and conditions set forth in this Letter of
Intent and subsequent agreement of the Parties, to undertake. In this Letter of Intent, MML, on
the one hand, and Argyle, on the other hand, are sometimes individually call a Party and
collectively called the Parties. This Letter of Intent supersedes and replaces MMLs May 19, 2009
offer letter.
Founded in 1988, MML is a leading Pan-European and Transatlantic investment management firm.
MML has offices in London, Paris, Frankfurt and Stamford, CT and has invested over $1.7 billion in
over 80 companies across 11 countries. MML is now investing its fourth fund over which we have
discretionary management.
Proposed Transaction. The proposed transaction would allow for the Companys shareholders to
receive a cash purchase price of $2.00 per share or unit, as applicable, subject to certain limited
Company shareholders anticipated to rollover their Company common stock as described below.
Structure. The structure and related matters of our proposed transaction contemplated by the
transaction include:
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Acquisition Co. (Acquisition Co.) and a wholly owned subsidiary (Merger Sub)
would be formed, and Merger Sub would be merged with and into Argyle, with Argyle
surviving the merger and becoming a wholly owned subsidiary of Acquisition Co. |
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It is anticipated that certain members of the Companys continuing management
team and certain creditors may rollover their shares of Company common stock for
Acquisition Co. common stock based on a $2 value per share. |
LONDON PARIS FRANKFURT STAMFORD
June 15, 2009
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Voting and support agreements to be executed by executive management and
directors (in their capacity as shareholders) relating to the proposed transaction,
subject to any fiduciary out exercised by the Company in termination of the merger
agreement. |
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Each outstanding warrant will become exercisable into the right to receive the
cash merger consideration per share, however, since the exercise price per share
provided in such warrants exceeds the $2.00 merger consideration per share, the
assumption is that the warrants will not be exercised and will expire worthless. |
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The definitive agreement would include, in addition to the items set forth in
this Letter of Intent, standard and customary representations, warranties,
covenants, agreements and closing conditions for a transaction of this nature. |
Conditions Precedent. The proposed transaction is subject to certain conditions precedent to
the closing of a transaction including:
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the completion of limited confirmatory due diligence in MMLs sole satisfaction,
which will be completed within 45 days from the date this Letter of Intent is
executed and delivered by both Parties; |
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cancellation of all compensatory stock options for which the exercise price per
share exceeds the $2.00 merger consideration per share pursuant to the terms of the
Companys existing option plan or respective option agreement; |
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cash out of all compensatory stock options for which the exercise per share is
less than the $2.00 merger consideration per share pursuant to the terms of the
Companys existing option plan or respective option agreement based on the product
of (1) the number of shares of Company common stock underlying such stock option,
multiplied by (2) the difference of (A) the $2.00 merger consideration per share
and (B) the exercise price per share underlying such stock option; |
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signing of mutually satisfactory definitive agreements within 45 days from the
date this Letter of Intent is executed and delivered by both Parties; |
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no default, event of default or acceleration event on any of the Companys
indebtedness will have occurred between the date this Letter of Intent is executed
and delivered by both Parties and the closing of the proposed transaction,
including as a result of the closing (regardless of whether the date of reporting
such event has occurred); |
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during the period between the date this Letter of Intent is executed and
delivered by both Parties and the earlier of termination of this Letter of Intent
and the execution of definitive documents, the Company is to be managed and
operated in the ordinary course of business through the closing, including the
absence of the acquisition of any operating business or the issuance of any capital
stock of the Company, including in connection with the repayment or prepayment of
any indebtedness of the Company or its subsidiaries (other than in connection with
the exercise of any currently outstanding warrants or compensatory stock options);
and |
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necessary governmental approvals, consents and clearances. |
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June 15, 2009
Exclusivity. Upon the execution and delivery of this Letter of Intent by the Company, MML
will be granted an exclusivity period expiring on the earlier of the execution of a definitive
agreement or 45 days after the Company executes this Letter of Intent (the Exclusivity Period) in
which to complete its confirmatory due diligence and execute definitive documentation with the
Company. During the Exclusivity Period, the Company will not, and it will cause its subsidiaries
and the respective representatives and agents of the Company and its subsidiaries not to contact,
negotiate or discuss with, or solicit any offer from, and third party for the sale of the Company
or any of its subsidiaries, its capital stock or any material portion of its assets (by merger,
sale of capital stock or assets or otherwise). In addition, the Company will, and will cause its
subsidiaries and the respective representatives and agents of the Company and its subsidiaries to
cease any pending negotiations or discussions for the sale of the Company or any of its
subsidiaries, its capital stock or any material portion of its assets.
Once definitive documents are signed, such documents will provide the Company up to 45 days
thereafter (the Go Shop Period) to solicit third party acquisition proposals that are more
favorable, from a financial point of view, than the proposal contained in this Letter of Intent (a
superior proposal). If during this Go Shop Period, the Companys board of directors concludes,
in good faith and consistent with its fiduciary duties, that such third party acquisition proposal
constitutes a superior proposal, the Company may terminate the definitive acquisition agreement
with Acquisition Co. and Merger Sub, subject to the contemporaneous payment of a break up fee to
Acquisition Co. equal to 1.5% of implied enterprise value plus reimbursement of all out-of-pocket
transaction-related expenses. Acquisition Co. will also be provided a match right to revise its
offer so as to render the third party acquisition proposal no longer a superior proposal.
In addition, following the Go Shop Period and until the receipt of the required Company shareholder
vote for the transaction with Acquisition Co. (the Extended Unsolicited Offer Period), the
Company, its subsidiaries and their respective representatives and agents may no longer solicit
offers, but may furnish information or enter into negotiations or discussions with respect to any
unsolicited third party acquisition proposal that the Companys board of directors determines in
good faith is reasonably expected to lead to a superior proposal and which action is required by
its fiduciary duties to its stockholders. If during the Extended Unsolicited Period, the Companys
board of directors determines that such third party acquisition proposal constitutes a superior
proposal, the Company may terminate the definitive acquisition agreement with Acquisition Co. and
Merger Sub, subject to the contemporaneous payment of a break up fee to Acquisition Co. equal to
3.5% of implied enterprise value plus reimbursement of all out-of-pocket transaction-related
expenses. Acquisition Co. will also be provided a match right to revise its offer so as to
render the third party acquisition proposal no longer a superior proposal.
Inspection; Confidentiality. MML and its officers, employees and agents will have the right
upon reasonable prior notice and during normal business hours to inspect Argyles books and records
of accounts, and to consult with its officers, provided that any such inspection or consultation
shall be conducted in a manner that does not unreasonably disrupt the operations of the Companys
business, and provided, further, that (a) no contact with Argyles employees, agents, suppliers,
customers or contract counterparties shall be made without the prior written consent of the
Company, and MML and Argyle shall coordinate such contacts in a manner such that all such contacts
shall be made jointly with a representative of the Company, if the Company so desires and (b) no
access or information shall be required to be provided if such access or disclosure would violate a
confidentiality obligation to which the Company is subject or would waive the Companys
attorney-client privilege as to any material matter. Except as required by applicable law, MML
will, and it will cause all of its representatives to keep all information disclosed to them
pursuant to this paragraph in confidence and not disclose such information until such information
becomes public through no fault of MML or its representatives.
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June 15, 2009
Brokers. Neither MML, Argyle nor any of their respective representatives, has employed any
broker, agent, or finder, or incurred any liability for any brokerage fees, agents fees,
commissions, or finders fees in connection with this Letter of Intent, provided that, Argyle (or
any special committee of its board of directors) will be permitted to engage a single financial
advisor in connection with its consideration of the transactions contemplated by this Letter of
Intent and to deliver a fairness opinion with respect thereto.
Standstill. MML agrees that from the date of execution of this letter until the earlier of
termination of this Letter of Intent, termination of the definitive agreement relating to the
transactions contemplated hereby or the closing of the transactions contemplated hereby (the
Standstill Period), except with respect to the transaction contemplated by this Letter of Intent
or the related definitive agreement or as specifically invited by the Company board of directors,
it shall not, nor shall MML permit any of its affiliates (as such term is defined in the Securities
Exchange Act of 1934, as amended (the Exchange Act)) to, agree, or advise, assist, encourage,
provide information or provide financing to others, individually or collectively, directly or
indirectly: (1) effect or seek, offer or propose (whether publicly or otherwise) or otherwise
participate in (A) any acquisition of any voting securities (or beneficial ownership thereof) or
rights or options to acquire any voting securities (or beneficial ownership thereof) or assets, or
businesses of the Company or any of its subsidiaries (other than with respect to the conversion of
securities of the Company owned by MML or its affiliates as of the date of this Letter of Intent),
(B) any tender or exchange offer or merger or other business combination involving the Company or
any of its significant subsidiaries (as such term is defined under Regulation S-X promulgated
under the Exchange Act), or assets of the Company or its subsidiaries constituting 15% or more of
the consolidated assets of the Company and its subsidiaries, or (C) any recapitalization,
restructuring, liquidation, dissolution or other extraordinary transaction with respect to the
Company or any of its significant subsidiaries, (2) make, or become a participant in, any
solicitation of proxies (as such terms are defined in Regulation 14A promulgated by the
Securities and Exchange Commission) or consent to vote any voting securities of the Company or any
of its subsidiaries, or otherwise advise any person with respect to the voting of any voting
securities of the Company or any of its subsidiaries, (3) with the exception of the effect of any
voting and support agreements with executive management and directors, form, join, become a member
or in any way participate in a group (within the meaning of Rule 13d-5 under the Exchange Act)
with respect to the voting securities of the Company or any of its significant subsidiaries, (4)
otherwise act, alone or in concert with others, to seek to control or influence the board of
directors of the Company or its significant subsidiaries, or (5) advise, assist, arrange, or
otherwise enter into any discussions or arrangements with any third party with respect to any of
the foregoing prohibited conduct. MML also agrees during such period not to request the Company
(or any of its directors, officers, employees or other representatives), directly or indirectly, to
amend or waive any provision of this Paragraph (including this sentence).
Governing Law. This Letter of Intent and the definitive agreement as well as all other
agreements contemplated hereby and thereby shall, to the fullest extent permitted under applicable
law, be governed by and interpreted under and in accordance with the laws of the State of Texas and
the United States applicable in Texas (other than with respect to matters governed by the Delaware
General Corporation Law (DGCL), to which the DGCL shall apply).
Counterparts. This Letter of Intent may be executed in any number of counterparts, and each
such counterpart hereof shall be deemed to be an original instrument, but all such counterparts
together shall constitute but one agreement. Delivery of a copy of this Letter of Intent bearing
an original signature by facsimile transmission or by electronic mail in portable document format
form shall have the same effect as physical delivery of the paper document bearing the original
signature.
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June 15, 2009
Termination; Binding Provisions. This Letter of Intent shall terminate 45 days from its
execution by the Company. Once so executed, this Letter of Intent may be extended or terminated at
any time by mutual agreement of its parties. Except for the provisions under the heading
Exclusivity, Inspection; Confidentiality, Brokers, Standstill, Governing Law,
Counterparts and Termination; Binding Provisions which are binding, the terms of this letter
are non-binding and no agreement, arrangement or undertaking between the parties shall be created
until such time as definitive transaction documents have been executed and delivered by the parties
and all other appropriate persons, and the definitive transaction documents have been approved by
the Companys board of directors.
[Signature Page Follows]
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June 15, 2009
If the foregoing correctly sets forth our declaration of the parties intent to proceed in a
transaction and the preparation of definitive documents on a basis consistent with this Letter of
Intent, please so indicate by signing this Letter of Intent in the space provided below and
returning a copy to the undersigned.
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Very truly yours,
MML Capital Partners LLC
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By: |
/s/ Robert M. Davies
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Name: |
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Robert M. Davies |
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Title: |
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Managing Director |
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| Agreed to and accepted by: |
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| Argyle Security, Inc. |
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By:
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/s/ Bob Marbut
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Name:
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Bob Marbut |
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Title:
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Chief Executive Officer |
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Date: June 15, 2009
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