Citi Investment Banking Pitch Book
Hypothetical Process
10
Offeror
Process
Timing
Tender
Offer
Papa prepares an offer to purchase the remaining shares of Charlie
DRAFT
29-Jun-04
Two-step transaction structure with tender offer commenced within five buisness
days after announcement
Contact Independent Directors on Friday after market close regarding intentions
and encourage formation of Special Committee
Make public announcement of intentions on Monday prior to market opening
Entertain discussion with Special Committee prior to launch of the tender
Commence Tender Offer 5 to 10 business days following the Monday public
announcement
Continue discussions with the Special Committee in anticipation of initial formal
response of Special Committee 10 days business following commencement of the
Tender Offer
Structured Tender Offer to be non-coercive (In Re Pure Resources)
• It is subject to a majority of the minority tender condition
• The majority stockholder commits to consummate a prompt merger at the
same price if it acquires more than 90% of the shares
• The majority stockholder has made no retributive threats
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