DHL Corporation and Subsidiaries - Page 112

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          price and was conditioned on satisfying the U.S. Department of              
          Transportation requirement that no more than 25 percent of DHL be           
          foreign owned.  Counsel for the foreign investors were also aware           
          that a sale of DHL’s assets, including the trademark, for less              
          than their fair market value could generate legal repercussions             
          caused by minority shareholders or creditors.  Allen, Po Chung,             
          Robinson, and Hillblom did not want to divest 100 percent of                
          their interest in the DHL entities.  Hillblom, in particular,               
          wanted to continue his interest in the resulting enterprise.                
               JAL and Nissho Iwai concluded, before making an offer, that            
          the combined value of DHLI and MNV was $450 million.  Before                
          determining that value, JAL and Nissho Iwai examined valuations             
          by independent financial advisers and a market forecast by                  
          Arthur D. Little, Inc.  On June 14, 1989, JAL and Nissho Iwai               
          sent a letter of intent to the selling shareholders, offering to            
          purchase not less than 60 percent of the stock or net assets of             
          DHLI and MNV at a price based on the $450 million value for a               
          100-percent interest.  The letter of intent indicated that the              
          foreign investors would not acquire an interest in $80 million of           
          DHL’s class B common stock held by DHLI.                                    
               The foreign investors retained Coopers & Lybrand (Coopers)             
          to prepare a report on the DHL operations, including DHL, MNV,              
          and DHLI.  The report, dated May 31, 1989, was based on                     
          information furnished by employees and representatives of the DHL           
          entities, both through documents and in meetings and interviews.            

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