Citi Investment Banking Pitch Book

One Step Merger vs Two Step Tender Merger One-Step Merger Common Action Two-Step Tender Offer 8 Finalize Proposal Stage 1 Approach target with proposal Launch Tender Inform target of parent's intentions/ Launch Stage 2 Special Committee formed Could negotiate with Special Committee and get agreementi pre-launch Stage 3 Negotiate with Special Committee Gain S.C. Support Do not Gain S.C. Support Stage 4 Long form Merger Tender Offer Tender Offer Distribute proxies; Share-holder vote Short Form Merger Short Form Merger Subject to Majority of the Minority Vote at special meeting of shareholders Stage 5 DRAFT 29-Jun-04 Close citigroup

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