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JAL and Lufthansa are large, partly government-owned airlines.
The foreign investors were interested in integrating their
airline business with the DHL international delivery network.
Initially, JAL and Nissho Iwai were interested in acquiring a
stock and/or asset interest in the DHL network entities,
including the DHL trademark. After extensive negotiations and
the entry of Lufthansa into the dealings, on December 7, 1990,
JAL, Lufthansa, and Nissho Iwai acquired a 12.5-percent stock
interest in DHLI and MNV, an option to purchase an additional 45-
percent stock interest to achieve a collective controlling
interest in those entities, and a 2.5-percent stock interest in
DHL. As of August 18, 1992, the foreign investors exercised
their stock purchase option.
DHL, DHLI, their shareholders, and the foreign investors
were represented in the negotiations by tax, merger and
acquisition, corporate, and other specialized attorneys,
investment bankers, accountants, and advisers. Hillblom was the
principal shareholder who was most prominent in deciding the
terms in the negotiations with the foreign investors. The
foreign investors’ due diligence investigation was comprehensive
and intensive with respect to the DHL companies’ finances,
operations, and assets.
The December 21, 1988, offer was made by two of the foreign
investors (JAL and Nissho Iwai) to purchase up to 80 percent of
the combined DHL network. The offer did not contain a purchase
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