Credit Suisse Investment Banking Pitch Book
CONFIDENTIAL
Preliminary Summary of Transaction Terms
SUMMARY DESCRIPTION
▸ Merger Co and Solar
► $36 per share of Solar common stock in cash
▸ Accelerated vesting, except for a portion held by certain members of Solar's management
which shall roll-over into NewCo pursuant to the Management Agreement
TERM
Parties
Consideration
Treatment of Options
Financing
Board Recommendations
Conditions to Closing
Tax Treatment
Expected Closing
CREDIT FIRST
SUISSE BOSTON
There are no financing conditions, although closing may be delayed for a 15 or 25 business
day marketing period for Merger Co's high yield financing and the transaction is subject to the
absence of a Market MAC and a Lender MAC (subject to Merger Co's reasonable best efforts
to obtain comparable substitute financing)
▸ The board of directors of Solar may withdraw, modify, or change in a manner adverse to
Merger Co, its recommendation of the Merger, only if it determines in good faith that the failure
to do so would constitute a breach of its fiduciary duties and, if there is an alternative
acquisition proposal, that such alternative acquisition proposal is a superior proposal;
provided, that the board may not withdraw, modify, or change in a manner adverse to Merger
Co, its recommendation with respect to a spin-off of one or more of Solar's businesses unless
such spin-off is part of a superior proposal
▸ Conditions include:
▪ Receipt of stockholder approval
☐ Expirationstermination of waiting periods under applicable antitrust laws
■ Absence of governmental injunctions or restraints against the Merger
Receipt of all material required governmental consents
. Customary bring down of representations, warranties and covenants to closing
■ Absence of a Market MAC (other than a Market MAC with respect to which Merger Co
waives its right to invoke this condition)
* Absence of a Lender MAC, so long as Merger Co is not in material breach of their
obligations to arrange the debt financing
▸ Taxable to Solar's shareholders
► Q3 2005 (after Solar shareholder vote)
Source: Based on Shearman and Sterling draft as of March 26, 2005.
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