- 19 -
Bender to Wolters Kluwer and to Reed at Times Mirror’s offices in
New York City. During these meetings, PW and GS made
presentations regarding the CJV structure to Wolters Kluwer and
to Reed. No other structures for potential acquisition of Bender
were discussed during these meetings.
The CJV structure presented to Wolters Kluwer and to Reed
depicted Times Mirror as owning 100 percent of the stock of the
“target”, i.e., Bender, and described the following five steps by
which the acquiror would acquire the target (with dollar amounts
for illustrative purposes only):
1. Acquiror capitalizes Newco at $1,000 with
voting and nonvoting common stock and preferred stock.
The voting common stock has a value of $950 and 20% of
the vote and represents approximately 98% of the total
common equity of Newco. The nonvoting common stock has
a value of $20, is non-voting and represents
approximately 2% of the total common equity of Newco.
The Preferred stock has a value of $30 and 80% of the
vote. Combined, the Newco preferred and non-voting
common will have a value equal to 5% of the total
equity value of Newco.
* * * * * * *
2. Acquiror contributes Newco preferred and Non-
Voting Common stock to MB Parent in exchange for MB
Parent preferred.
* * * * * * *
3. Newco buys MB parent common with 20% of the
vote for $1,000.
* * * * * * *
4. Target merges with Newco with Target
surviving. (Alternatively, Newco could be surviving
Page: Previous 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 NextLast modified: May 25, 2011