Credit Suisse Investment Banking Pitch Book
CONFIDENTIAL
Situation Overview
On November 19, 2004, Saturn contacted CSFB and expressed a verbal interest to acquire
Solar for a 20% premium to Solar's closing stock price ($31.88 per Solar share) (¹)
On November 23, 2004, CSFB discussed Saturn's verbal proposal to Solar's Board of
Directors: CSFB was subsequently instructed by Solar's Board to communicate to Saturn
that their offer was not attractive and insufficient for Solar to not proceed with the spin-off of
Allen
On November 30, 2004, Saturn contacted CSFB and offered to acquire Solar for $33.00 -
$35.00 per Solar share
• In order to get to the high end of the range, Saturn stated that they would need to meet
management and better understand the business and its value drivers
On December 2, 2004, CSFB communicated the second offer to Solar's Board. The Board
subsequently approved Solar management and CSFB to meet with Saturn to understand
their proposal and provide preliminary information
(1) Closing Solar share price on November 18, 2004 was $26.57
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