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Dutchco, subject to the reservation of rights agreement, and $3
million to a quitclaim of DHL’s interest in the non-U.S.
trademark rights in favor of Newco.
The overall transaction with the foreign investors was to
occur in two phases, so that the foreign investors would
initially have a minority of the shares with control of 7 of the
13 seats on the boards of DHLI and MNV in order to learn more
about the DHL network and consider the operational synergy before
deciding to acquire majority interests in DHLI and MNV. JAL and
Lufthansa could each appoint three board members, and Nissho Iwai
was entitled to appoint one board member. The remaining six
members of the board were to be appointed by the DHL
shareholders. The number of board members to be appointed by the
foreign investors was dependent upon whether each of them
exercised its option to acquire additional ownership in DHLI/MNV
in the second phase of the transaction. The foreign investors
were also entitled to appoint 2 of the 11 board members of DHL,
the remainder being appointed by the DHL shareholders. Under a
share pledge agreement, dated December 7, 1990, Po Chung,
Robinson, Hillblom, and Allen and/or their entities holding stock
on their behalf, pledged their DHLI and MNV stock holdings to
secure their obligations and liabilities to the foreign
investors.
On December 7, 1990, under the amended share purchase and
option agreement, the foreign investors acquired 12.5 percent of
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