EXHIBIT 99.3
Multex.com, Inc.
100 Williams Street
New York, NY 10038
January 29, 2003
Reuters America Inc.
3 Times Square
New York, NY 10036
Ladies and Gentlemen:
In connection with your consideration of a potential business
combination involving Multex.com, Inc. (the "Company"), it is expected that we
will furnish you with, or otherwise make available to you, certain information
about the Company, pursuant to the Confidentiality Agreement dated as of
December 16, 2002 (the "Confidentiality Agreement").
In furtherance of the provisions of paragraph 5 of the Confidentiality
Agreement, you agree that for a period of eighteen months following the date of
this letter agreement (the "Standstill Period"), none of you, Reuters Group PLC
("Reuters") or any entity, whether incorporated or unincorporated, (i) of which
at least a majority of the securities or ownership interests having by their
terms ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions is directly or indirectly owned or
controlled by Reuters and over which Reuters has, directly or indirectly,
actual control or (ii) to which Reuters has, directly or indirectly, provided
or otherwise made available information about the Company obtained by Reuters
pursuant to the Confidentiality Agreement (any such entity, a "Controlled
Affiliate"; provided, however, that, for the avoidance of doubt, based on the
relationship that you, Reuters and the other Controlled Affiliates currently
have with each of the following entities, none of Instinet Group Incorporated,
TIBCO Software Inc., Radianz Limited or Dow Jones Reuters Business Interactive
LLC (Factiva) nor any of their subsidiaries shall be deemed a Controlled
Affiliate absent any material change in any such relationship; you, Reuters and
the other Controlled Affiliates, collectively, "Reuters Group") (and any person
acting on behalf of or in concert with Reuters Group) will, directly or
indirectly, without the Company's prior written consent, (i) acquire, agree to
acquire, propose, seek or offer to acquire, or facilitate the acquisition or
ownership of, any securities or 50% or more of the consolidated assets of the
Company and its subsidiaries, (ii) enter, agree to enter, propose, seek or
offer to enter into or facilitate any merger, business combination,
recapitalization, restructuring or other extraordinary transaction involving
the Company or any of its subsidiaries, (iii) make, or in any way participate
or engage in, any solicitation of consents or proxies to vote, or seek to
advise or influence any person with respect to the voting of, any voting
securities of the Company, (iv) form, join or in any way participate in a
"group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended) with respect to any voting securities of the Company, (v)
otherwise act, alone or in concert with others, to seek to control or influence
the management or
Reuters America Inc. 2 January 29, 2003
the policies of the Company, (vi) disclose any intention, plan or arrangement
prohibited by, or inconsistent with, the foregoing or (vii) advise, assist or
encourage or enter into any discussions, negotiations, agreements or
arrangements with any other persons in connection with the foregoing. You
further agree that during the Standstill Period you will not, without the
written consent of the Company, (x) request the Company or any of its
representatives, directly or indirectly, to amend or waive any provision of
this paragraph (including this sentence) or (y) take any action that is
reasonably likely to require the Company to make a public announcement
regarding the possibility of a business combination, merger or other type of
transaction described in this paragraph with Reuters Group.
You also agree that during the Standstill Period, Reuters Group (and
any person acting on behalf of or in concert with Reuters Group) will not,
without the prior written consent of the Company, directly or indirectly
solicit or encourage any of the following employees of the Company to leave the
Company's employ: [list of employee names] (the "Employees"), provided,
however, that the provisions of this paragraph shall not be deemed violated in
case of (i) general advertisements or other solicitations of employment by
Reuters Group (or person acting on its behalf) or (ii) any discussions
initiated by any Employee without any prior solicitation by Reuters Group in
violation of the foregoing.
Notwithstanding the above, Reuters Group shall have the right to make
a non-public proposal to the Transaction Committee of the Board of Directors of
the Company (a) for an acquisition or other transaction involving the Company
or any of its subsidiaries or (b) to amend this letter agreement; provided
that, in the case of clause (a) or (b), (i) such proposal is subject to the
approval of the Transaction Committee of the Board of Directors of the Company;
(ii) you shall not be required (whether by applicable law or otherwise) to
publicly disclose, or to amend, modify or supplement any existing public
disclosure because of, the making of such proposal, and (iii) Reuters Group
(and any person acting on behalf of or in concert with Reuters Group) shall not
publicly disclose such proposal without the prior written consent of the
Company.
Notwithstanding the above, the provisions of this letter agreement
shall not apply to and none of its provisions shall be deemed breached by (i)
the exercise by Reuters Group of all the voting rights related to the equity
securities of the Company that Reuters Group beneficially owns from time to
time, but in any event not in excess of the amount disclosed by Reuters in its
Schedule 13G filed with the Securities and Exchange Commission dated September
21, 2000, (ii) any action taken or not taken by any director of the Company
appointed or nominated by, or who is an employee, officer or director of,
Reuters Group in the performance of his or her duties as a director of the
Company or (iii) any action taken or not taken by Reuters Group in accordance
or in connection with the terms of any existing joint venture agreement,
operating agreement, license agreement, marketing agreement, partnership
agreement, distribution agreement or similar agreement that does not involve
50% or more of the consolidated assets of the Company and its subsidiaries,
between the Company or its affiliates (as such term is defined under Rule 12b-2
of the Securities Exchange Act of 1934, as amended) and Reuters Group.
The provisions of the second paragraph of this letter agreement shall
terminate and become null and void upon (i) the Company entering into an
agreement for the sale of 25% or more of the consolidated assets of the Company
and its subsidiaries or 15% or more of the voting securities of the Company or
any of its subsidiaries, whether by means of a stock sale, merger,
Reuters America Inc. 3 January 29, 2003
consolidation, asset sale, tender offer or other transaction, other than a
transaction in which the Company's stockholders beneficially own at least 65%
of the common equity of the surviving corporation or its direct or indirect
parent and following such transaction no person or "group" (within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) owns
15% or more of such common equity (any of the foregoing, an "Alternative
Transaction"), (ii) any third party commencing or publicly announcing its
intention to commence a tender offer, proxy contest or proxy solicitation with
respect to or in connection with an Alternative Transaction or (iii) any third
party publicly proposing or offering to engage in an Alternative Transaction
unless the Company does not publicly or privately respond to such proposal or
offer (other than by stating that the Company is not for sale and is not
considering such proposal or offer), and does not provide information to,
engage in discussions or negotiations with, or otherwise seek to encourage such
third party with respect to such proposal or offer or any other Alternative
Transaction and has not provided information to, or engaged in formal sustained
discussions or negotiations with, such third party with respect to such
proposal or offer or any other Alternative Transaction within the 18 months
preceding such proposal or offer. The Company shall notify Reuters within two
business days thereof if any event occurs or circumstance exists which has
resulted in any provisions of this letter agreement being terminated in
accordance with the terms of this paragraph, and shall respond accurately
within two business days to any inquiries made by Reuters regarding whether any
event has occurred or circumstance exists which has resulted in any provisions
of this letter agreement being terminated in accordance with the terms of this
paragraph.
No failure or delay by either party to this letter agreement in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof or preclude any other or further exercise thereof or the exercise of
any other right, power or privilege hereunder.
Each of us agrees that the Company or you, as the case may be, would
be irreparably injured by any breach of this letter agreement by the other
party to this letter agreement or its affiliates and that, in such event, the
Company or you, as the case may be, shall be entitled, in addition to any and
all other remedies, to injunctive relief and specific performance.
The existence and terms of this letter agreement shall be deemed
"Evaluation Material" (as such term is defined in the Confidentiality
Agreement) for purposes of the Confidentiality Agreement.
[Signature Page Follows]
Reuters America Inc. 4 January 29, 2003
This agreement shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to its conflicts of laws
principles.
Very truly yours,
MULTEX.COM, INC.
By: /s/ Edward C. Fargis
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Name: Edward C. Fargis
Title: Vice President &
General Counsel
Accepted and agreed:
REUTERS AMERICA INC.
By: /s/ Christopher Ahearn
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Name: Christopher Ahearn
Title: President, Corporates & Media