Credit Suisse Investment Banking Pitch Book
CONFIDENTIAL
Situation Overview (cont'd)
On January 21, 2005 Saturn had an investment committee meeting and subsequently stated on
January 25 that its "best and final offer" to acquire Solar is for $35.00 per share
▸ On February 1, 2005, Solar's Board authorized CSFB and Shearman & Sterling, Solar's outside legal
advisor, to commence negotiations with Saturn
▸ On February 4, 2005, Saturn agreed to a price of $36.00 per share and on February 9, 2005, agreed
on principal terms of a transaction
▸ Solar's Board subsequently authorized Solar's management to negotiate key terms of the
management agreement with Saturn. On February 17, 2005, Solar management and Saturn agreed
on key terms of the management agreement
▸ On February 18, 2005, Solar's Board authorized Saturn to approach four sponsors and form the equity
consortium
On February 22, 2005, the equity consortium, Saturn plus four other private equity firms, began
performing due diligence on Solar with Bain Consulting and Deloitte & Touche
Solar's Board subsequently authorized Saturn to approach the debt financing sources, which include
JPMorgan Chase, Citigroup and Deutsche Bank
▸ On March 8, 2005, Saturn requested and the Board approved Saturn to approach three additional
private equity firms
▸ The transaction is expected to close in the 3rd quarter of 2005
CREDIT FIRST
SUISSE BOSTON
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