Square D Company and Subsidiaries - Page 21

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          board of directors a proposal to acquire all outstanding shares             
          of petitioner’s stock for $78 per share, or a total purchase                
          price of approximately $2 billion.  Petitioner’s board of                   
          directors rejected the proposal on February 27, 1991, and the               
          next day petitioner filed complaints in Federal District Court              
          and New York State court designed to thwart the Schneider                   
          takeover.  The French banks were named as codefendants in the               
          Federal complaint.                                                          
               On February 28, 1991, Schneider, MGSA, and TESA organized              
          Square D Acquisition Co. (ACQ) as a transitory entity to serve as           
          a vehicle for the acquisition of petitioner.  Schneider, MGSA,              
          and TESA together owned 100 percent of ACQ.  On March 4, 1991,              
          ACQ made a hostile cash tender offer of $78 per share (Tender               
          Offer) to petitioner’s shareholders.  On March 10, 1991,                    
          petitioner’s board of directors rejected the Tender Offer as                
          inadequate and recommended that petitioner’s shareholders do the            
          same.                                                                       
               On April 12, 1991, petitioner filed a petition with the                
          Board of Governors of the U.S. Federal Reserve System requesting            
          a determination that the role of the French banks in the Tender             
          Offer violated U.S. banking laws and regulations.  Banque Paribas           
          incurred legal costs with respect to the petition, as well as the           
          Federal and State actions discussed above.                                  








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