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with Wolters Kluwer, Times Mirror informed Reed that it had
received a significant offer from another bidder that had
accepted the use of the CJV structure for the Bender transaction.
Times Mirror also informed Reed that Reed would have to respond
promptly if it wished to remain in the running for Bender and
Times Mirror’s 50-percent interest in Shepard’s.
By letter dated April 23, 1998, Reed submitted to Times
Mirror an offer to acquire Bender and Times Mirror’s 50-percent
interest in Shepard’s “for a cash consideration of $1.65 billion
and on the terms and conditions reflected in the mark-up of the
Agreement and Plan of Merger.” In its offer letter, Reed
accepted the use of the CJV structure for its purchase of Bender.
Reed’s offer was conditioned on Times Mirror’s acceptance of the
offer by Friday, April 24, 1998, at 5 p.m. “(Los Angeles time)”.
M. Times Mirror Responds to Wolters Kluwer’s Offer
On April 23, 1998, Unterman sent a letter to Wolters Kluwer
in response to Wolters Kluwer’s offer to acquire Bender and Times
Mirror’s 50-percent interest in Shepard’s. Unterman included the
following statements in this letter:
there is one aspect of the proposal which is
structurally defective, and precludes us from complying
with the conditions set forth in your letter. The
insertion in your mark-up of a guaranty by MB Parent of
Matthew Bender’s post-Merger indebtedness to you
materially changes the economic and risk profile of the
transaction in that it creates a significant contingent
liability for MB Parent, the repository of our sales
proceeds. While we assume that you did not intend this
provision as a mechanism to place our sales proceeds at
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