DHL Corporation and Subsidiaries - Page 120

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          opposed the 39-percent offer.  Historically, decisions were made            
          by unanimous vote of the DHL shareholders.  The DHL shareholders,           
          especially Allen, were concerned that Hillblom was negotiating              
          without their consent.                                                      
               On November 7, 1989, JAL and Nissho Iwai offered to purchase           
          up to 40 percent of DHLI and MNV and the DHL trademark for a                
          total price based on $500 million, with $50 million for the                 
          trademark.  On November 20, 1989, the DHL shareholders advised              
          that they would sell 30 percent of DHLI and MNV and the DHL                 
          trademark for a price based on a $500 million valuation.  At that           
          price, the DHL shareholders refused to grant JAL an option to               
          acquire more shares, and JAL and Nissho Iwai would pay their pro            
          rata share of the $50 million for the DHL trademark.                        
               Around December 1989, JAL informed the DHL shareholders that           
          the DHL trademark could be sold for $50 million to an entity in             
          which the selling shareholders could retain a majority interest.            
          Another basic understanding was that the foreign investors could            
          acquire an interest in DHLI and MNV, but no single investor could           
          acquire more than 50 percent.  About that time, Lufthansa entered           
          the negotiations, and it was made aware that the price was not              
          subject to change.  Lufthansa was advised that the $50 million              
          payment to DHL for the DHL trademark had been set based on DHL’s            
          need for capital.  Lufthansa’s counsel understood that the $50              
          million amount was not based on any appraisal or valuation of the           
          DHL trademark.                                                              

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