Question
From: (redacted)
Sent: Monday, June 25, 2007 11:53 AM
To: Verne,B. Michael
Subject: Item4(c)
HiMike.
We need yourassistance in determining whether certain types of documents are responsive toItem 4(c).
We representA, an entity that will be acquired by B. The parties have been talking formonths so we have a large volume of documents to review for 4c. Please assumethat all of the documents described below were drafted in connection with thetransaction and can be found in the files of officers and/or directors of A.Please also assume that the only potential 4(c) content in each of thedocuments described below is the content described below.
(1) A document that simply states that Ashould buy X and Y and then ask for more money from B when B buys A. (Note thatX and Y compete with A but the document does not discuss this.)
[MV Comment NO]
(2) A document in which A states that ifnews of its NDA with B leaked, A's prospective customers in the market couldpostpone making a decision about A and A's employees could wonder about theirfuture.
[MV Comment NO]
(3) A document between A and B in whichB states that it is not sure how long the HSR due diligence and HSR filingswould take, but wants to make sure they are done right.
[MV Comment NO]
(4)Adue diligence request list from B to A states the following. Please providerevenue by specific channels and then the question lists the channels such asinternet, etc... Another question states please provide revenues by sales typeand then lists the sales types based on type of end user. Answers to thesequestions are not provided in the document.
[MV Comment NO]
(5)Anotherdue diligence list from B to A requests that A provide details of its recentcustomer losses and then the question lists as examples specific customers lostby A. No answers are provided in the document.
[MV Comment NO]
(6)Adirector of A sends an e-mail in which he describes competition in generalterms in A's industry and then notes that his general observations are intendedto be a guide as A deliberates on its future and negotiates with prospectivepurchasers. Neither B nor any other prospective purchaser is named. However,the e-mail was sent during the time in which A was considering doing a dealwith B.
[MV Comment YES]
(7)Documentsthat discuss only the likelihood and timing of HSR approval.
[MV Comment NO]
(8)Aspreadsheet prepared as part of due diligence shows A's contractual commitmentsfor product enhancements in the future.
[MV Comment NO]
(9)Wouldexecuted employee non-compete agreements be responsive?
[MV Comment NO]
(10)Coulddisclosure schedules be responsive if they contain information on when certainof A's customer contracts terminate in the future or when A's productenhancements will be introduced in the future?
[MV Comment NO]
(11)Weunderstand that transcribed voice mail messages could possibly be 4(c)responsive. We assume this is not the case if the voice mail messages have notbeen transcribed. Is this correct?
[MV Comment YES]
Thanks foryour help Mike. Best regards,