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On April 23, 1991, Schneider indicated it was willing to
increase the price of the Tender Offer, and on May 11, 1991,
officials of both companies agreed on a price of $88 per share
(Revised Tender Offer). The following day, May 12, petitioner’s
board of directors approved and recommended to petitioner’s
shareholders the Revised Tender Offer, which amounted to a total
purchase price of approximately $2.25 billion. Petitioner and
Schneider also agreed to dismiss with prejudice (with each party
bearing its own costs and litigation expenses) all pending
proceedings between petitioner, Schneider, ACQ, and their
respective affiliates, including the action filed in Federal
District Court naming the French banks as codefendants, the
action filed in New York State court, and the petition filed with
the Federal Reserve. That same day (May 12), petitioner,
Schneider, and ACQ entered into an Agreement and Plan of Merger
(Merger Agreement).
C. Commitment Letter Addendum
To finance the higher acquisition price in the Revised
Tender Offer, Schneider and the French banks executed an addendum
to the Commitment Letter on May 13, 1991, in which the French
banks agreed to increase the Bridge and Term Loans by an
additional $125 million, for a total loan commitment of $1.125
billion, or one-half of the revised acquisition price of $2.25
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