DHL Corporation and Subsidiaries - Page 115

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          $392.2 to $680.4 million and that a control premium of 40 percent           
          of the purchase price was appropriate.  Peers & Co. (Peers),                
          which advised JAL, produced its report dated June 9, 1989,                  
          determining that DHLI/MNV had a value ranging from $522 to $580.9           
          million and that a control premium of 40 to 60 percent of the               
          purchase price was appropriate.                                             
               During December 1989, the foreign investors’ objectives were           
          to gain collective control of DHLI and MNV, recapitalize DHL, and           
          insure DHL’s future financial viability.  On June 14, 1989, the             
          foreign investors sent letters of intent, offering to purchase              
          the trademark for $50 million, subject to further evaluation by             
          the parties, and not less than 60 percent of the stock in DHLI              
          and MNV based on a $450 million value.  JAL recognized that by              
          owning the DHL trademark it could gain some control over DHL’s              
          activities by including in any license agreement provisions                 
          preventing DHL from engaging in economically irrational conduct.            
          DHLI would also be protected from DHL’s terminating the agency              
          agreement.  On June 21, 1989, the DHL shareholders advised JAL              
          and Nissho Iwai, in writing, that although they did not agree to            
          all the terms in the June 14, 1989, letter, they remained                   
          enthusiastic, and that further financial negotiations were                  
          necessary.  The DHL shareholders’ main concern was price.                   
               JAL commissioned Arthur D. Little, Inc. (Little), a                    
          consulting firm, to conduct a market study for its negotiations.            
          Little's March 31, 1989, report projected growth in the small               

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