Citi Investment Banking Pitch Book
6
Business Combination Charter Provision
Overview
General
Requirement
Exceptions
Based on the definition of "Business Combination" in Charlie's charter, either a one- or two-step
going private transaction would qualify as a Business Combination
If no Special Committee approval, Business Combination Requirement:
1. Vote of 80% or more of all voting stock, and;
2. Vote of majority of the minority
Exceptions to 80% requirement:
1. The Business Combination has been approved by a majority of the Independent Directors, or;
2. If (a) through (d) are met:
Offered value for common stock equal or greater than the higher of:
a.
b.
C.
II.
DRAFT
29-Jun-04
III.
Highest per share price paid by Related Party within 18 months prior to
announcement of a transaction, or in a transaction in which it became a Related
Party, or,
The Fair Market Value per share, which is based on the average closing price of
the common stock for the 30 days prior to the announcement of the transaction
Offered value for Charlie securities other than common stock equal or greater than
the highest of:
Highest per share price paid by Related Party within 18 months of proposed
transaction; or
The redemption price or liquidation value of each class of non-common capital
stock; or
Fair Market Value of each class of non-common stock
Consideration offered to holders of common and capital stock be in cash or the
same form a related person has previously paid for shares
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