- 56 -
the stock of DHLI and MNV for $53,125,000 in cash and 2.5 percent
of the common stock of DHL for $3,125,000 in cash. The
$56,250,000 combined purchase price represented 12.5 percent of
$450 million, without considering the $3,125,000 allocated to the
DHL stock. Of the 12.5-percent stock holdings in DHLI and MNV,
JAL was to receive 5 percent, Nissho Iwai 2.5 percent, and
Lufthansa 5 percent. There was no assurance in December 1990,
however, that the foreign investors would exercise their options
to acquire a controlling interest in DHLI when they acquired
their initial 12.5-percent interest in DHLI and MNV. If the
foreign investors had not been able to, or had chosen not to,
exercise their option to acquire a controlling interest in DHLI
and MNV, they would have had no right to recover the money they
paid for their initial 12.5-percent interest in DHLI and MNV.
In the second phase of the transaction, the foreign
investors had an option to purchase, in similarly divided
portions, an additional 45-percent interest of DHLI and MNV (for
45 percent of $450 million or $202,509,000). The foreign
investors also had the Newco alternative, involving the
reorganization of DHLI and MNV into a single entity. Under the
Newco alternative, each of the foreign investors would contribute
the difference between the amount already paid for the 12.5-
percent interest and an amount that would give JAL and Lufthansa
a 25.001-percent interest and Nissho Iwai a 7.5-percent interest
in Newco. DHLI would contribute, with certain exceptions, all
Page: Previous 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 NextLast modified: May 25, 2011