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their advisers’ reports and advice. The $50 million offer was
part of a letter of intent to DHL, offering to purchase the
worldwide DHL trademark.
JAL and Nissho Iwai initially thought that the DHL trademark
should be transferred to an entity owned by them, but they were
also agreeable to the DHL trademark’s being owned by an entity in
which the selling shareholders retained an interest, if the
sellers bore a proportionate share of the $50 million purchase
price.
On June 21, 1989, the DHL shareholders advised the foreign
investors of their disagreement with some of the terms of the
letter of intent, and the price offered by the foreign investors
was the key issue concerning the DHL shareholders. After that,
the parties began negotiating a joint venture arrangement where
the DHL shareholders would retain a 40-percent interest in DHLI
and MNV. Additionally, Hillblom wanted to retain an interest in
the DHL trademark if the joint venture arrangement were
implemented, and he wanted to retain an interest in DHLI and MNV
because of concern about future stock value if he relinquished
control.
During discussions of a joint venture between the DHL
shareholders and the foreign investors in July 1989, the DHL
shareholders advised that they wanted a put with a floor for
their minority share, and they refused to grant JAL and Nissho
Iwai a call on the remaining 40-percent interest, but they were
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