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PW has in the course of its business developed a
technique for restructuring a corporate group (known
within PW as the “Domestic Sandwich”) that is
confidential to PW and has substantial pecuniary value
to PW (the “Proprietary Technique”), which is the
subject of this agreement.
PW desires to provide to Individuals [Sigler, Melone,
and Walker], and Individuals desire to obtain from PW,
a full and complete description of the Proprietary
Technique to enable Individuals to review the
Proprietary Technique and determine whether it [sic]
wishes to use the Proprietary Technique.
As a result of entering into the Nondisclosure and
Confidentiality Agreement with PW, Melone, Sigler, and Walker
gained access to PW’s “Domestic Sandwich” structure.
H. Reed and Wolters Kluwer Submit Preliminary Interest
Letters to Times Mirror
On April 7, 1998, Wolters Kluwer submitted a letter to Times
Mirror that indicated Wolters Kluwer’s preliminary interest in
acquiring Bender and Times Mirror’s 50-percent interest in
Shepard’s. In its preliminary interest letter, Wolters Kluwer
made the following statement regarding the offer price and form
of consideration for this acquisition: “Wolters Kluwer is
prepared to acquire all of the outstanding stock of the Company
[Bender and Times Mirror’s 50-percent interest in Shepard’s] for
cash consideration of U.S. $1.5 billion.”
Reed also submitted a letter to Times Mirror on April 7,
1998, that indicated Reed’s preliminary interest in acquiring
Bender, Mosby, and Times Mirror’s 50-percent interest in
Shepard’s. In its preliminary interest letter, Reed made the
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