- 5 - March 4, 1988, authorizing Goldman, Sachs, among other things, to search for a purchaser of AHC and to assist in the sale negotiations. By July 22, 1988, Goldman, Sachs received four proposals. On July 28, 1988, AHC, CDI Holding, Inc. (CDI), which was a corporation owned by Thomas H. Lee Co. and ML-Lee Acquisition Fund, L.P., and DC Acquisition Corp. (DC Acquisition), which was a wholly owned subsidiary of CDI, entered into an agreement and plan of merger (the merger agreement). The merger agreement provided that, as soon as practicable after DC Acquisition had purchased the stock of AHC by means of a tender offer of $22.50 a share, DC Acquisition would be merged into AHC, and AHC would thereupon become a wholly owned subsidiary of CDI. According to the merger agreement, each outstanding share of AHC stock would be converted into the right to receive $22.50 in cash. It was expected that, upon consummation of the merger, Roger and Sybil Ferguson would become members of the executive committee of AHC and the board of directors of CDI, and Sybil Ferguson would become president of AHC. In addition, Roger and Sybil Ferguson and their children, including Michael Ferguson, were offered the opportunity to make an equity investment in CDI by means of an exchange of AHC stock or options for securities of CDI. The board of directors of AHC, with Roger Ferguson, Sybil Ferguson, and Michael Ferguson abstaining, unanimously authorizedPage: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
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