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On December 1, 1989, the DHL shareholders made an offer by
which JAL and Lufthansa could each purchase 25 percent of
DHLI/MNV, Nissho Iwai could purchase 7.5 percent, and the DHL
shareholders would retain 42.5 percent. JAL, Nissho Iwai, and
Lufthansa accepted. The memorandum of understanding for the sale
of DHLI/MNV shares to JAL and Nissho Iwai, executed in December
1989, provided for the purchase of shares as stated above (25
percent/25 percent/7.5 percent) at a price based upon a $450
million value of DHLI/MNV. DHL would sell the DHL trademark to
the postalliance entity for $50 million, depending on the tax
effect, and receive an exclusive royalty-free license for the use
of the DHL trademark in the United States. The foreign investors
were interested in an asset acquisition to minimize their
exposure to liabilities from DHL’s past tax history. In a
meeting with the DHL representatives during January 1990, JAL and
Nissho Iwai representatives stated that one of their objectives
was to establish a new structure for DHLI/MNV to minimize any
such exposure. Also, in a January 1990 meeting among the
parties’ representatives, the issue arose of whether the
trademark sale could be considered a sale for $50 million plus
the value of the 15-year royalty-free period, which could
constitute additional income to DHL (the Alstores problem).
On February 23, 1990, the parties drafted a supplement to
reflect the addition of Lufthansa to the transaction. First
Boston Corp., investment bankers retained by Lufthansa, valued
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