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its assets to Newco, the MNV shares would be contributed to
Newco, and Newco would transfer its remaining 42.498 percent of
its shares to the DHL participants, which included the
controlling shareholders of the DHL network. The net economic
result of the DHLI/MNV or Newco options was substantially
identical, and in either event the foreign investors would
provide $283,634,000 in cash and obtain a 57.502-percent interest
in DHLI/MNV. Ultimately, the Newco approach was used, and its
structure and the entities involved were changed several times
before the transaction was consummated, but the net economic
effect remained the same as outlined above. An August 18, 1992,
agreement contained the final version of the Newco transaction,
and its terms are outlined, along with a diagram to show the
steps, in the appendix to this opinion.
As of June 7, 1992, the foreign investors exercised their
option to use the Newco alternative to acquire the assets of DHLI
and MNV subject to the liabilities of each entity. Thereafter,
the foreign investors, together, owned a majority (57.5 percent)
of the stock of DHLI Bermuda (the successor to DHLI and MNV) and
collectively appointed a majority of its board of directors,
which governs by majority vote. On September 17, 1992, DHL’s
assignee, conveyed to Newco DHLI’s interest in the non-U.S. DHL
trademark. The board of directors of Newco was to be composed of
six members, of whom one would be appointed by JAL, a second by
Nissho Iwai, a third by Lufthansa, and a fourth by the DHL
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