- 11 -
C. Divestitures
In 1988, Brunswick decided to sell a number of businesses in
its Technical group. In June 1989, Brunswick announced its
intention to sell its Industrial Products Division (IPD),
including Vapor Corporation and a group of businesses known as
TXT. In October 1989, Brunswick announced its intention to sell
its Technetics Division, including Energy Conservation Systems,
Circle Seal, and MIMS.
On June 24, 1989, Brunswick executed a letter agreement with
Merrill Lynch Capital Markets, a subsidiary of Merrill Lynch &
Co., Inc. (hereinafter collectively referred to as Merrill
Lynch), under which Merrill Lynch agreed to act as Brunswick's
exclusive financial adviser in connection with the sale of IPD
(the IPD fee agreement). Brunswick agreed to pay Merrill Lynch a
fee for its services as follows:
(i) in the case of a single sale transaction, 1.25% of
the aggregate purchase price paid in such sale
transaction, (but in no event less than $1,000,000) or
(ii) in the case of multiple sale transactions, the sum
of (1) 1.25% of the aggregate purchase price paid for
Vapor and (2) 2.50% of the aggregate purchase price
paid for any or all of the businesses which comprise
TXT, each such transaction fee payable in cash upon the
closing of each such sale transaction.
As of January 1989, Brunswick owned 3.1 million shares, or
approximately 36 percent, of Nireco Corporation (Nireco), a
Japanese corporation. In October 1989, Brunswick sold 400,000 of
its Nireco shares in connection with a public offering and
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011