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Iwai 4,686 shares for $20,212,870 and 2.5 percent of MNV’s
shares);
8. under the asset transfer agreement, International would
sell all its remaining assets to Newco in exchange for (1) the
assumption by Newco of the designated liabilities, (2)
$142,356,262 in cash (subject to a closing adjustment) and (3)
31,779 Newco shares;
9. International would declare and pay as a dividend to
Mattawan the $142,356,262 and 31,779 Newco shares received in
step 8;
10. Mattawan would transfer to Express B.V. all of its
outstanding shares of International (11,305,000 shares directly
owned by Mattawan and 1,615,000 shares indirectly owned by
Mattawan pursuant to step 5) in exchange for the payment by
Express B.V. of $15,055,000.
The steps of the Newco Share Alternative pursuant to the
amended share purchase and option agreement, as amended, were
depicted schematically as follows:
[REPORTER'S NOTE: SCHEMATIC ILLUSTRATION ACCOMPANYING OPINION
WAS NOT ELECTRONICALLY REPRODUCIBLE.]
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