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On March 23, 1990, Hillblom met with JAL and Lufthansa
principals to restructure the transaction into two steps. In the
first step, JAL and Lufthansa would each purchase a 5-percent
interest in DHLI/MNV, and Nissho Iwai would purchase a 2.5-
percent interest. JAL and Lufthansa would each be granted an
option to purchase up to 25 percent of DHLI/MNV, and Nissho Iwai
would be granted an option to purchase up to 5 percent. DHLI
would be granted an option to purchase the DHL trademark,
exercisable when the foreign investors exercised the option to
purchase the additional DHLI/MNV shares. The foreign investors
would receive current board representation based upon the number
of shares they would own after the options were exercised.
On April 20, 1990, DHL’s representative presented a
structure to the foreign investors for the transfer of the DHL
trademark in an attempt to minimize the tax effects. The
original memorandum of understanding set a price of $50 million
for the DHL trademark, and under the proposed structure the
foreign investors would contribute $28.75 million and the DHL
shareholders would contribute $21.25 million. DHL’s
representative proposed the following structure: before the
execution of a binding contract of sale between DHL and the
foreign investors, the current agency agreement would be extended
for 15 years, including the royalty-free license to DHLI; in the
new agency agreement DHL’s right to terminate at will would be
eliminated; and upon DHLI’s exercise of its trademark option, DHL
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