DHL Corporation and Subsidiaries - Page 111

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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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