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directors of the corporation or holders of Common Stock
would otherwise have any other duties (including
fiduciary duties) or obligations to the holders of the
Preferred Stock, either at law or in equity, such
duties and obligations are waived.
The Mechanics of the Bender Transaction
The mechanics of the Bender transaction are set forth below.
All of the events described in this section occurred on July 31,
1998, in accordance with detailed instructions prepared by GD&C.
A. Capitalization of MergerSub and MB Parent
As the first step in the capitalization of MergerSub,
MergerSub borrowed $600 million from the Luxembourg branch of
Elsevier, S.A., an affiliate of Reed. The Luxembourg branch of
Elsevier, S.A., transferred the $600 million to a bank account
that MergerSub maintained at Citibank (MergerSub Citibank
account).
In addition to MergerSub’s borrowing $600 million from the
Luxembourg branch of Elsevier, S.A., REUS and REBV contributed
$616,562,500 and $158,437,500, respectively, to MergerSub. REUS
and REBV transferred their respective contributions to MergerSub
to the MergerSub Citibank account.
After making their respective contributions to MergerSub,
REUS and REBV owned all of the issued and outstanding common
stock of MergerSub, all of the voting preferred stock of
MergerSub, and all of the participating preferred stock of
MergerSub.
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