Citi Investment Banking Pitch Book
One-Step Merger
Purchasing Entity
Time to Complete
Legal Framework
Formation of Special Committee
Conditions to Consummating Deal
Process Requirements
Benefits
Considerations
4
Typical Process
Typically the Parent
4-5 Months
Entire fairness doctrine
Fair Price
● Fair Process
Rare not to have
◆ Special Committee approval, or;
Special Committee may insist on "Majority of
Minority" vote of the Class A shareholders
Negotiations with Special Committee and
subsequent shareholder vote
Special Committee approval
▲ Avoids negotiation in public forum
▾ Delaware Entire Faimess Doctrine
▾ Special Committee primary voice of
shareholders
Risk of leaks
▼ Market test of pricing limited
▾ Lack of timing discipline
Papa or Chadie
Same
Same
Papa/Charlie
Yes - comprised of Independent Directors
Same
Special Committee approval, or;
◆ Approval of the majority of the minority Class A
shareholders
DRAFT
29-Jun-04
Same
More flexibility regarding whether Papa or Charlie
makes the offer
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