- 21 -
Can the Target [Bender] after the merger contribute its
assets to a partnership joint venture with another Reed
Elsevier company?
After two (2) years, can Reed Elsevier dispose of the
stock of Target by transferring the entire merger
structure to a third party?
After five (5) years, can Reed Elsevier unwind the
merger structure and dispose of the Target in any
manner?
Can Reed Elsevier dispose of certain assets and lines
of business within two (2) years without Seller’s
consent?
Shefter and Behnia responded to these questions in the following
manner:
The Target cannot contribute its assets to a
partnership following the merger.
As described in the revised documents, after two years
Reed could dispose of the company by transferring the
entire structure.
Note, however, that Reed must represent that at
the time of the acquisition it has no plan or
intent to dispose of the acquired company or its
assets and will covenant that it will not dispose
of the acquired company or its assets within two
years
After five years Reed cannot “unwind” the structure.
It will, however have the ability to sell all the stock
of Target, provided however, that the sale cannot be to
an affiliate of Reed.
Reed cannot dispose of assets or certain lines of
businesses within two years.
Fontaine posed the following questions regarding the terms of the
LLC agreement:
Will the agreement contain some restrictions on the use
of the cash?
Page: Previous 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 NextLast modified: May 25, 2011