CERTAIN INFORMATION CONCERNING PARENT AND THE PURCHASER. 19 SECTION 10. SOURCE AND AMOUNT OF FUNDS.................................. 20 SECTION 11. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY.......... 20 SECTION 12. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY................. 22
CERTAIN INFORMATION CONCERNING PARENT AND THE PURCHASER. The Purchaser, a Massachusetts corporation that is a wholly owned subsidiary of Parent, was organized to acquire the Company and has not conducted any unrelated activities since its organization. All outstanding shares of capital stock of the Purchaser are owned by Parent. Parent is a Delaware corporation and is a holding company. Parent's principal operating subsidiary is Alcon Laboratories, Inc., which is engaged in the business of researching, developing, manufacturing and marketing ophthalmic products including surgical instruments and accessory products, intraocular lenses, prescription drugs and contact lens care solutions. The principal office of Parent and the Purchaser is located at 0000 Xxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxx 00000-0000, telephone number (000) 000-0000. Parent is an indirect wholly owned subsidiary of Nestle S.A., a Swiss corporation ("NESTLE"). Nestle's subsidiaries manufacture and sell food and beverage products throughout the world, engage in research and development activities, manufacture and sell cosmetic products, and develop, manufacture and sell pharmaceutical products. The address of Nestle's principal office is Xxxxxx Xxxxxx 00, XX-0000 Xxxxx, Xxxxxxxxxxx. The name, citizenship, business address, present principal occupation or employment and five-year employment history of each of the directors and executive officers of the Purchaser, Parent and Nestle are set forth in Schedule I hereto. Because the only consideration in the Offer and Merger is cash and the Offer covers all outstanding Shares, and in view of the absence of a financing condition and financial capacity of Parent and its affiliates, the Purchaser believes the financial condition of Parent and its affiliates is not material to a decision by a holder of Shares whether to hold, sell or tender Shares pursuant to the Offer.
CERTAIN INFORMATION CONCERNING PARENT AND THE PURCHASER. The Purchaser, a Minnesota corporation that is a wholly owned indirect subsidiary of Parent, was organized to acquire the Company and has not conducted any unrelated activities since its organization. The principal executive office of the Purchaser is located c/o Pearson Education, Inc. at Xxx Xxxx Xxxxxx, Xxxxx Xxxxxx Xxxxx, Xxx Xxxxxx 00000, telephone number (000) 000-0000. Parent is a public limited company registered in England and Wales. The principal executive office of Parent is located at 0 Xxxxxxxxxx Xxxxxxx, Xxxxxx X0X 0XX, telephone number 00-00-0000-0000. Parent is a global media company with its principal operations in the education, business information, consumer publishing and television markets. Shares of Parent are listed on the London Stock Exchange. The name, citizenship, business address, present principal occupation or employment and five-year employment history of each of the directors and executive officers of Parent and the Purchaser are set forth in Schedule I hereto. Except as described in this Offer to Purchase, neither Parent nor the Purchaser, or, to the best knowledge of Parent and the Purchaser, any of the persons listed in Schedule I or any associate or majority-owned subsidiary of Parent or the Purchaser, or any of the persons so listed, beneficially owns any equity security of the Company, and neither of Parent nor the Purchaser or, to the best knowledge of Parent and the Purchaser, any of the other persons referred to above has effected any transaction in any equity security of the Company during the past 60 days. Except as described in this Offer to Purchase or the Schedule TO (as defined below), (a) there have not been any contacts, transactions or negotiations between Parent, the Purchaser, any of their respective subsidiaries or, to the best knowledge of Parent and the Purchaser, any of the persons listed in Schedule I, on the one hand, and the Company or any of its directors, officers or affiliates, on the other hand, that are required to be disclosed pursuant to the rules and regulations of the Commission and (b) none of Parent, or the Purchaser or, to the best knowledge of Parent and the Purchaser, any of the persons listed in Schedule I has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Company. Because the only consideration in the Offer and Merger is cash and the Offer covers all outstanding Shares, and in view of the absence of a financing conditio...
CERTAIN INFORMATION CONCERNING PARENT AND THE PURCHASER. Parent is a Delaware corporation which operates a variety of businesses through two business segments: Tools and Components and Process/Environmental Controls. The Tools and Components segment is one of the largest domestic producers and distributors of general purpose mechanics' hand tools and automotive specialty tools. Other products manufactured by this segment include tool boxes and storage devices, diesel engine retarders, wheel service equipment, drill chucks, custom designed headed tools and components, hardware and components for the power generation and transmission industries, high quality precision socket screws, fasteners, and high quality miniature precision parts. The companies in the Process/Environmental segment produce and sell underground storage tank leak detection systems and temperature, level and position sensing devices, power switches and controls, telecommunication line products, power protection products, liquid flow measuring devices and electronic and mechanical counting and controlling devices.
CERTAIN INFORMATION CONCERNING PARENT AND THE PURCHASER. Parent is a Delaware corporation which, along with its subsidiaries, is engaged in the computing services business. All of Parent's computing services enable clients to process and/or distribute data (their own, Parent's or that of third parties) and/or to interactively access and utilize Parent and third party databases and information. Parent's business is divided into four main services. Its "
CERTAIN INFORMATION CONCERNING PARENT AND THE PURCHASER. Parent is a public limited company organized under the laws of England and Wales and is a world leading foodservice company. Parent is listed on the London Stock Exchange and is a member of the FTSE 100. Parent's foodservice operations employ approximately 280,000 people worldwide and include contract catering and concessions. Parent is organized geographically into the UK, Continental Europe and the rest of the world and North America and also by market sector within each of these divisions. The market sectors are: Business and Industry, Education, Healthcare, Vending Services, Defense and Remote Site, Motorway and Roadside Services, Retail and Leisure, Correctional, Travel, and Sport and Events. Parent also owns the Forte Hotel Group. On October 16, 2000, an intent to dispose of this hotel business was announced, and an auction process is underway. The Purchaser, a Georgia corporation and wholly owned indirect subsidiary of Parent, was organized to acquire the Company and has not conducted any unrelated activities since its organization. All outstanding Shares of capital stock of the Purchaser are owned by Compass Holdings, Inc., a Delaware corporation ("CHI") and wholly owned direct subsidiary of Compass Group USA Investments LLP, a Delaware limited liability partnership ("CGUI"). CGUI is wholly owned by Compass Group Holdings PLC, a public limited company incorporated under the laws of England and Wales ("Group Holdings"), and Compass Overseas Holdings Ltd, a limited company incorporated under the laws of England and Wales ("Overseas Holdings"). Both Group Holdings and Overseas Holdings are wholly owned direct subsidiaries of Hospitality Holdings Ltd, a limited company incorporated under the laws of England and Wales ("Hospitality Holdings") and a wholly owned direct subsidiary of Parent. The principal executive offices of Parent, Hospitality Holdings, Group Holdings and Overseas Holdings are located at Cowlxx Xxxse, Guildford Street, Chertsey, Surrey, England KT16 9BA, telephone number 011-00-0000-000-000. Xxe principal executive offices of the Purchaser, CGUI and CHI are located at 2400 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, xxlephone number (704) 000-0000. XXUI either directly or through CHI owns substantially all of Parent's indirect operating subsidiaries in the United States. The name, citizenship, business address, present principal occupation or employment and five-year employment history of each of the directors and executive officers...
CERTAIN INFORMATION CONCERNING PARENT AND THE PURCHASER. Parent and the Purchaser. Parent is a company organized under the laws of England. Parent is the largest air inclusive tour operator in the world, carrying 10 million passengers per annum. Parent's earnings derive from tour operations in the U.K., Ireland, Scandinavia, the U.S., Canada, Poland, Belgium, France, Holland and, through its associate FTi, in Germany, Austria and Switzerland. In addition, Parent operates aircraft, retail travel agencies, hotels, cruise ships and vacation ownership developments. Shares of Parent are listed on the London Stock Exchange. The Purchaser is a Florida corporation newly formed at the direction of Parent for the purpose of effecting the Offer and the Merger. Parent owns, indirectly, all of the outstanding capital stock of the Purchaser through Blue Sea Investments Limited, a holding company organized under the laws of England. It is not anticipated that, prior to the consummation of the Offer, the Purchaser will have any significant assets or liabilities or will engage in any activities other than those incident to the Offer and the Merger and the financing thereof. The offices of Parent and Blue Sea Investments Limited are located Parkway Xxx, Xxxxxxx Xxxxxxxx Xxxxxx, 000 Xxxxxxxx Xxxx, Xxxxxxxxxx, X00 0XX, Xxxxxxx. The telephone number of Parent at such address is 011-44-161-232-0066. The offices of the Purchaser are located c/o North American Leisure Group, 000 Xxxxxx Street, Toronto, ON, M4S 1A4, Canada. The telephone number of the Purchaser at such address is (000) 000-0000. Carnival Corporation, a corporation organized under the laws of the Republic of Panama ("Carnival"), owns approximately 26% of the outstanding voting equity securities of Parent. Carnival is the world's largest cruise company. The principal executive offices of Carnival are located at 0000 X.X. 00xx Xxxxxx, Xxxxx, Xxxxxxx 00000-0000 and Carnival's telephone number is (305) 599-2600. Mr. Xxxxx Xxxxxx, the Administrators of the Estate of Xxx Xxxxxx and Xx. Xxxxx Xxxxxx (the "Xxxxxx Family"), through various corporations, partnerships and trusts, beneficially own approximately 45% of the outstanding voting equity securities of Carnival. Pursuant to annual agreements with Carnival Cruise Lines, Holland America Lines and other cruise lines owned by Carnival, the Company markets individual and group bookings on cruises. Carnival Cruise Lines, Holland America Lines and the other cruise lines owned by Carnival accounted for an aggregate of approximately...
CERTAIN INFORMATION CONCERNING PARENT AND THE PURCHASER. The Purchaser is a Delaware corporation and to date has engaged in no activities, and will engage in no activities, other than those incident to its formation and the commencement of the Offer and the Merger. The Purchaser is a wholly-owned subsidiary of Parent. The office address of the Purchaser is c/o American Securities LLC, The Chrysler Center, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The telephone number at such office is (000) 000-0000. Parent is a Delaware corporation and to date has engaged in no activities other than those incident to its formation and the commencement of the Offer. The office address of the Parent is c/o American Securities LLC, The Chrysler Center, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The telephone number at such office is (000) 000-0000. Parent is beneficially owned by American Securities Partners V, L.P., a Delaware limited partnership, American Securities Partners V(B), L.P., a Delaware limited partnership, and American Securities Partners V(C), L.P., a Delaware limited partnership (collectively, the “Sponsors”). The office address of each Sponsor is c/o American Securities LLC, The Chrysler Center, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The telephone number at such office is (000) 000-0000. The Sponsors are private equity funds that invest in equity and debt securities and other business opportunities. Each Sponsor is controlled by its general partner, American Securities Associates V, LLC (“GP”), a Delaware limited liability company. The office address of GP is c/o American Securities LLC, The Chrysler Center, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The telephone number at such office is (000) 000-0000. GP serves as the general partner of each Sponsor and advises each Sponsor on investment opportunities. American Securities LLC (“Advisor”) is a Delaware limited liability company that provides investment advisory services to GP and the Sponsors. The office address of Advisor is American Securities LLC, The Chrysler Center, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The telephone number at such office is (000) 000-0000. We refer to the Purchaser, Parent, the Sponsors, GP, Advisor and their respective subsidiaries and affiliates, collectively, as “AS.” The name, citizenship, business address, present principal occupation or employment and five-year employment history of each of the directors or managing members and executive officers of the Purchaser, Parent, GP and Advisor are listed in Schedule I to this...
CERTAIN INFORMATION CONCERNING PARENT AND THE PURCHASER. Molex Incorporated is a Delaware corporation with principal executive offices located at 0000 Xxxxxxxxxx Xxxxx, Xxxxx, Xxxxxxxx 00000. Its telephone number at that address is (000) 000-0000. Molex is the world’s second-largest manufacturer of electronic connectors in terms of revenue. Net revenue was $2.55 billion for the fiscal year ended June 30, 2005. Molex operated 58 manufacturing plants, located in 19 countries on five continents, and employed 27,525 people worldwide as of June 30, 2005. Molex’s core business is the manufacture and sale of electromechanical components. Molex’s products are used by a large number of leading original equipment manufacturers throughout the world. Molex designs, manufactures and sells more than 100,000 products including terminals, connectors, planar cables, cable assemblies, interconnection systems, backplanes, integrated products and mechanical and electronic switches. Molex also provides manufacturing services to integrate specific components into a customer’s product. The Purchaser’s principal executive offices are located c/o Molex Incorporated at 0000 Xxxxxxxxxx Xxxxx, Xxxxx, Xxxxxxxx 00000. Its telephone number at that address is (000) 000-0000. The Purchaser is a newly formed Delaware corporation and a wholly-owned subsidiary of Molex. The Purchaser has not conducted any business other than in connection with its formation and the Offer and the Merger. The name, citizenship, business address, present principal occupation and employment history for the past five years of each of the directors and executive officers of Molex and the Purchaser and certain other information are set forth in Schedule I hereto. Except as described in this Offer to Purchase and in Schedule I hereto, (a) none of Parent, the Purchaser or, to the best knowledge of Parent and the Purchaser after reasonable inquiry, any of the persons listed in Schedule I to this Offer to Purchase or any associate or majority-owned subsidiary of Parent or the Purchaser or any of the persons so listed 18 Table of Contents beneficially owns or has any right to acquire, directly or indirectly, any Shares; and (b) none of Parent, the Purchaser or, to the best knowledge of Parent and the Purchaser after reasonable inquiry, any of the persons or entities referred to above nor any director, executive officer or subsidiary of any of the foregoing has effected any transaction in the Shares during the past 60 days. Except as described in this Offer to Purchase, none o...
CERTAIN INFORMATION CONCERNING PARENT AND THE PURCHASER. Parent is a limited liability company organized under the laws of Germany, with principal offices located at Xxxxxx Xxxxx Xxxxx 0, 70839 Gerlingen Schillerhoehe, Germany. The telephone number of Parent is 011 49 711-811-0. Parent is a diversified company with global operations in the automotive equipment, consumer products, communications equipment and capital goods sectors. Parent and its affiliates had approximately 190,000 employees worldwide as of December 31, 1999. The Purchaser is a New York corporation with its principal offices located at c/o Coudert Brothers, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Purchaser's telephone number is (000) 000-0000. The Purchaser is a wholly owned subsidiary of Parent. The Purchaser has not carried on any activities other than in connection with the Merger Agreement. The name, citizenship, business address, business phone number, principal occupation or employment and five-year employment history for each of the directors and executive officers of Parent and the Purchaser and certain other information are set forth in Schedule I to this Offer to Purchase. Except as described in this Offer to Purchase or in Schedule I to this Offer to Purchase, none of Parent, the Purchaser nor, to the best knowledge of Parent and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase or any associate or majority-owned subsidiary of Parent or the Purchaser or any of the persons so listed, o beneficially owns or has any right to acquire, directly or indirectly, any Shares, or o has effected any transaction in the Shares during the past 60 days. Except as provided in the Merger Agreement, the Stock Option Agreement and the Voting and Option Agreement, or as otherwise described in this Offer to Purchase, none of Parent, the Purchaser nor, to the best knowledge of Parent and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, guarantees of profits, division of profits or loss or the giving or withholding of proxies. Except as set forth in this Offer to Purchase, none of Parent, th...
