Question
From: (redacted)
Sent: Tuesday, May02, 2006 6:40 PM
To: Verne, B.Michael
Cc: (redacted)
Subject:FW: description of transaction
Mike I spoke with Nancy about my question below. She indicated that we could nottake the approach I described. However, I am sending you the language I wouldpropose to use to see if this makes it more clear. It seems similar to languagewe have used before in other transactions and actually results in a higherfiling fee while giving our client more flexibility. In all events, theacquiring person is one or more newly-formed companies with identicalshareholder, each of which is its own UPE.
Pursuantto a Purchase Agreement, it is anticipated that Company A, a newly-formedcompany, will acquire 100% of the shares of Company B in exchange for totalconsideration of $X million.
Itis possible, however, that instead of Company A, the Acquiring Person may beeither of the following:
anewly-formed company ("Newco"), which may be established as a holdingcompany for Company A; Newco will be owned by the shareholders, and in therelative proportion indicated, in Section 6(b) hereof.
Twoor more newly-formed holding companies which are each owned by theshareholders, and in the relative proportions indicated, in Section 6(b)hereof.
Theconsummation of the transaction is subject to certain conditions stated in theAgreement, including the filing of this Notification and Report Form forCertain Mergers and Acquisitions and the expiration or termination of theapplicable waiting period pursuant to the Hart-Scott-Rodino AntitrustImprovements Act of 1976, as amended. The parties intend to consummate thetransaction as soon as practicable following the satisfaction or waiver of theconditions set forth in the Agreement.
Pleaselet me know your thoughts. Thanks,