Credit Suisse Investment Banking Pitch Book
CONFIDENTIAL
Situation Overview (Cont'd)
On January 21, 2005 Saturn had an investment committee meeting and subsequently stated on
January 25 that its "best and final offer" to acquire Solar is for $35.00 per share
▸ On February 1, 2005, Solar's Board authorized CSFB and Shearman & Sterling, Solar's outside legal
advisor, to commence negotiations with Saturn
▸ On February 4, 2005, Saturn agreed to propose a price of $36.00 per share and on February 9, 2005,
agreed on principal terms of a transaction, subject to negotiation of definitive documents
▸ On the basis of this proposal, Solar's Board subsequently authorized Solar's management to negotiate
key terms of the management agreement with Saturn. On February 17, 2005, Solar management and
Saturn agreed on key terms of the management agreement, subject to negotiation of definitive
documents
▸ On February 18, 2005, Solar's Board authorized Saturn to approach four sponsors and form the equity
consortium
▸ On February 22, 2005, the equity consortium, Saturn plus four other private equity firms, began
performing due diligence on Solar with Bain Consulting and Deloitte & Touche
▸ Solar's Board subsequently authorized Saturn to approach the debt financing sources, which include
JPMorgan Chase, Citigroup and Deutsche Bank
▸ On March 8, 2005, Saturn requested and the Board approved Saturn to approach three additional
private equity firms
▸ On March 24, 2005, Saturn indicated that four of the other six sponsors plus two new sponsors were
part of the final consortium, and confirmed an offer price of $36.00 per share
The transaction is expected to close in the 3rd quarter of 2005
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SUISSE BOSTON
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