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• At some later date and upon mutual agreement, the
Matthew Bender and MB Parent preferred stock can
be redeemed at face value and the nonvoting common
can be redeemed at a formula price, which would
leave the acquiring company as the sole owner of
Matthew Bender and Times Mirror as the sole, and
controlling owner of MB Parent, with the ability
to liquidate MB Parent and the LLC without a tax
cost.
During the special meeting of the board of directors,
Willes, Unterman, and Behnia made presentations concerning the
proposed transaction and the competing bids received from Wolters
Kluwer and Reed.
At the conclusion of this discussion, the board approved
resolutions related to the Bender transaction. As part of these
resolutions, the board accepted Reed’s offer for Bender and Times
Mirror’s 50-percent interest in Shepard’s.
O. Organization of CBM Acquisition Parent Co. and
CBM MergerSub Corp.
On April 24, 1998, two of Reed’s wholly owned subsidiaries,
Reed Elsevier Overseas BV (REBV), a Dutch private limited
liability company, and Reed Elsevier U.S. Holdings, Inc. (REUS),
a Delaware corporation, organized CBM Acquisition Parent Co.
(MB Parent) by filing a certificate of incorporation with the
secretary of state of the State of Delaware. MB Parent’s bylaws
included the following provisions:
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