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Times Mirror also informed prospective bidders that any bids for
Bender that did not incorporate the use of the CJV structure
would be severely disadvantaged in comparison to those bids that
did.
J. April 14, 1998, Regular Meeting of Reed’s Board of
Directors
A regular meeting of Reed’s board of directors was convened
on April 14, 1998, at which Herman S. Bruggink (Bruggink), co-
chairman of Reed, discussed Reed’s potential acquisition of
Bender, Mosby, and Times Mirror’s 50-percent interest in
Shepard’s. During this discussion, Bruggink noted that Times
Mirror was conducting a competitive bidding process for these
businesses and that Reed’s ability to respond on extremely short
notice and Reed’s willingness to bid aggressively would be
crucial to a successful outcome. Upon completing this
discussion, Reed’s board of directors approved resolutions
regarding Reed’s acquisition of Bender, Mosby, and Times Mirror’s
50-percent interest in Shepard’s for an aggregate purchase price
not in excess of $2 billion. Reed’s board of directors
authorized this $2 billion purchase price based upon, inter alia,
Reed’s solid cash position at that time.
K. Wolters Kluwer and Reed Attend Times Mirror’s
Presentations Regarding Bender
Between April 13 and 17, 1998, Times Mirror’s management
held discussions with and made separate presentations regarding
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