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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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