CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT. Purchaser is a Delaware corporation incorporated on July 18, 2007, with principal executive offices at 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000. The telephone number of its principal executive offices is (000) 000-0000. To date, Purchaser has engaged in no activities other than those incident to its formation, the Merger Agreement and the commencement of the Offer. Purchaser is a wholly-owned subsidiary of Parent. Parent is a Delaware corporation incorporated in 1947 as the successor to a partnership founded in 1939 by Xxxxxxx X. Xxxxxxx and Xxxxx Xxxxxxx. Effective in May 1998, Parent changed its state of incorporation from California to Delaware. Parent's principal executive offices are located at 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000. The telephone number of Parent's principal executive offices is (000) 000-0000. Parent is a leading global provider of products, technologies, solutions and services to individual consumers, small and medium sized businesses and large enterprises. Parent's offerings span enterprise storage and servers, multi-vendor services, including technology support and maintenance, consulting and integration and managed services, personal computing and other access devices, and imaging and printing-related products and services. The name, business address, current principal occupation or employment, five year material employment history and citizenship of each director and executive officer of Purchaser and Parent and certain other information are set forth on Annex I hereto. Except as a result of the Tender and Stockholder Support Agreements described in Section 13—"The Transaction Documents" and as described elsewhere in this Offer to Purchase or Annex I to this Offer to Purchase: (i) none of Parent and Purchaser and, to the knowledge of Parent and Purchaser, the persons listed in Annex I hereto or any associate or majority owned subsidiary of Parent, Purchaser or of any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of the Company; (ii) none of Parent, Purchaser and, to the knowledge of Parent and Purchaser, the other persons or entities referred to in clause (i) above has effected any transaction in the Shares or any other equity securities of the Company during the past 60 days; (iii) none of Parent, Purchaser and, to the knowledge of Parent and Purchaser, the other persons listed in Annex I to this Offer to Purchase, has any contract, arrangement...

CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT. Purchaser, a newly incorporated Minnesota corporation and a wholly-owned indirect subsidiary of Parent, was organized to acquire the Company and has not carried on any activities to date other than in connection with the Offer and the Merger Agreement. The principal executive office of Purchaser is located c/o Barnes & Xxxxx, Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the telephone number at such office is (000) 000-0000. Parent, the nation's largest bookseller,* as of January 29, 2000, operated 942 bookstores and 526 video game and entertainment software stores. Of the 942 bookstores, 542 operate under the Xxxxxx & Xxxxx Booksellers, Bookstop and Bookstar trade names, and 400 operate under the X. Xxxxxx Bookseller, Doubleday Book Shops and Xxxxxxxx'x Bookstore trade names. Through its 40% membership interest in xxxxxxxxxxxxxx.xxx llc, Parent is the second largest seller of books on the Internet and is the exclusive bookseller on America Online. Parent, through its recent acquisition of Babbage's Etc. LLC ("Babbage's"), operates 526 video game and entertainment software stores under the Babbage's, Software Etc. and GameStop trade names, and a Web site, xxx.xxxxxxxx.xxx. The principal executive office of Parent is located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the telephone number at such office is (000) 000-0000. The name, present principal occupation or employment, five-year employment history and citizenship of each of the directors and executive officers of Purchaser and Parent as well as the name, principal business and address of the corporation or other organization in which such present occupation or employment is carried on are set forth in Schedule I hereto. Parent is subject to the information and reporting requirements of the Exchange Act and in accordance therewith is obligated to file certain periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Information as of particular dates concerning Parent's directors and officers, their compensation, stock options granted to them, the principal holders of Parent's securities and any material interest of such persons in transactions with Parent is required to be disclosed in such proxy statements and distributed to Xxxxxx's shareholders and filed with the SEC. These reports, proxy statements and other information are available for inspection at the public reference facilities of the SEC located in Ju...

CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT. Purchaser is a Delaware corporation and, to date, has engaged in no activities other than those incident to its formation and the Offer and the Merger. Purchaser is currently an indirect wholly-owned subsidiary of Parent. The principal executive offices of Purchaser are located at 1000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 xxx Purchaser's telephone number is 713-000-0000. Parent is a corporation (sociedad anonima de capital variable) organized under the laws of the United Mexican States. It is a holding company with one of the leading retail brand portfolios in Mexico and an expanding presence in e-commerce. Parent owns and operates 305 stores in major cities across Mexico, including Sanborns, Sanborns Cafe, Sears Roebxxx xx Mexico, Pasteleria el Globo, Mix-up and Discolandia. Parent also produces food and manufactures household/personal care items sold throughout Mexico and has over 30,000 employees. Parent's e-commerce initiatives include a shopping portal for Sanborns products. The principal executive offices of Parent are located at Avenxxx Xxx Xxxxxxxx 000, Colonia Pena Xxxre Tlalpan, Mexico, D.F, 14060 and Parent's telephone number is 011-000-000-0000. Carso, a corporation organized under the laws of the United Mexican States, owns approximately 79 percent of the outstanding voting equity securities of Parent, and may be deemed to control Parent. The remainder of Parent's equity securities are publicly held and listed on the Mexican Stock Exchange. Carso is a holding company with interests in the tobacco, mining, metallurgical and paper industries, in the operation of restaurants and department stores (through Parent) and in the production of copper, copper alloys, copper cable and aluminum wires. The principal executive offices of Carso are located at Insurgentes Sur 1500, Xxxxxxx Xxxx Xxxxx Xxxxxxx, Mexico, D.F., 14060 and Carso's telephone number is 011-000-000-0000. Xx. Carlxx Xxxx Xxxx, Xx. Xxxxxx Xxxx Xxxxx, Xx. Marcx Xxxxxxx Xxxx Xxxxx, Mr. Xxxxxxx Xxxx Xxxxx, Xx. Marix Xxxxxxx Xxxx Xxxxx, Xx. Xxxxxxx Xxxxx Xxxx Domit and Ms. Johaxxx Xxxixxx Xxxm Domit (collectively, the "SLIM FAMILY"), through a Mexican corporation and a Mexican trust, beneficially own approximately 61 percent of the outstanding voting equity securities of Carso and may be deemed to control Carso and thus to be ultimately in control of Parent and Purchaser.

CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT i Table of Contents What securities are you offering to purchase? We are offering to purchase all of the outstanding shares of common stock, par value $0.0001 per Share, of Barrier. Unless the context requires otherwise, we refer to each share of common stock of Barrier as a “share” or “Share”. See “Introduction.” How much are you offering to pay for my shares and what is the form of payment?

CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT. Purchaser. Our name is Bengal Acquisition Inc. We are a Delaware corporation incorporated on June 18, 2008 and a wholly-owned direct subsidiary of Parent. We were formed solely for the purpose of facilitating Parent’s acquisition of Barrier. To date, we have not carried on any activities other than those incidental to our formation and as otherwise contemplated by the Merger Agreement. Upon consummation of the proposed Merger, we will merge with and into Barrier and will cease to exist, with Baxxxxx xontinuing as the surviving corporation. Our principal executive offices are located at c/x Xxxxxxx Laboratories, Inc., 000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx 00000. Parent. Xxxxxxx Laboratories, Inc., which we refer to as Parent, is a privately held Delaware corporation, which was originally incorporated in New York in 1944. Parent is the world’s largest independent pharmaceutical 15 Table of Contents company specializing in dermatology. Parent develops, manufactures and markets a variety of prescription and non-prescription dermatological products. Parent’s principal executive offices are located at 000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx 00000.

CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT. Purchaser is a Delaware corporation incorporated on August 15, 2011, with principal executive offices at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. The telephone number of our principal executive offices is (000) 000-0000. To date, we have engaged in no activities other than those incidental to our formation, entry into the Merger Agreement and commencement of the Offer. Purchaser is a wholly-owned subsidiary of Parent. Parent is a Delaware corporation with principal executive offices at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. The telephone number of our principal executive offices is (000) 000-0000. Parent, through it subsidiaries, is a source of information for financial professionals and businesses, combining technology with analytics, data, news, and display and distribution capabilities, to deliver information via the BLOOMBERG PROFESSIONAL service, data products and certain internet-based products. Parent is also the owner of Bloomberg News, which conducts newsgathering operations out of 146 bureaus in 72 countries around the world, providing breaking news and analysis to professionals and consumers on a daily basis. Parent and its subsidiaries also own and operate media properties spanning television, radio, digital properties and print publications. These media properties include Bloomberg Markets, a financial magazine with a circulation of more than 355,000, Bloomberg BusinessWeek, a weekly magazine with more than 4.6 million readers in 140 countries, Bloomberg Television, which is available in more than 250 million homes worldwide, and Bloomberg Radio, which is syndicated to more than 200 affiliates. Furthermore, Parent’s digital media properties, Xxxxxxxxx.xxx and XxxxxxxxXxxx.xxx reach more than 20 million individuals each month and its Mobile application has been downloaded more than six million times. Together, Parent’s news and multimedia businesses employ more than 2,300 professionals around the world. In total, Parent (either directly or through its subsidiaries) employs more than 13,000 people in 185 locations around the world. The name, business address, current principal occupation or employment, five-year employment history and citizenship of each director and executive officer of Parent and Xxxxxxxxx and certain other information are set forth on Schedule I and Schedule II hereto, respectively. 23 Table of Contents Except as set forth below: (a) none of Parent, Purchaser and, to Parent’s and Purchaser’s knowledge, the persons listed ...

CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT. The principal executive offices of Parent are located at 0-00, Xxxxxx-xxxxx 0-xxxxx, Xxxx-xx, Xxxxx 000-0000, Xxxxx. Established in 1928, Parent is a leading manufacturer of photocopiers, printers, and other image information products; conventional cameras, digital cameras, and other optical products; radiometric instruments; and planetariums. Parent's manufacturing network includes facilities and subsidiaries in Japan, the United States, France, Malaysia, China, and Brazil. Its products are marketed throughout the world via an extensive network of subsidiaries, affiliates, and distributors. Purchaser was incorporated in June, 1999 under the laws of the State of Delaware for the purpose of acquiring an equity interest in the Company. Purchaser is a wholly-owned subsidiary of Parent. Purchaser has not, and is not expected to, engage in any business other than in connection with its organization, the Offer, the Merger, the related financing and other transactions related to the Company. The name, business address, citizenship, present principal occupation and employment history of each of the directors and executive officers of Parent and Purchaser are set forth in Schedule I of this Offer to Purchase. Parent is not subject to the information and reporting requirements of the Exchange Act, and, accordingly, does not file reports or other information with the Commission relating to its business, financial condition and other matters. Except as set forth elsewhere in this Offer to Purchase: (i) none of the Acquirors nor, to the best knowledge of the Acquirors, any of the persons listed in Schedule I hereto or any associate or majority-owned subsidiary of Parent or any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of the Company; (ii) none of the Acquirors nor, to the knowledge of the Acquirors, any of the persons or entities referred to in clause (i) above or any of their executive officers, directors or subsidiaries has effected any transaction in the Shares or any other equity securities of the Company during the past 60 days; (iii) none of the Acquirors nor, to the knowledge of the Acquirors, any of the persons listed in Schedule I hereto, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, the transfer or voting thereof, joint ventures, loan or option arrangements, puts or calls, guar...

CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT. PURCHASER. Purchaser, a newly incorporated Delaware corporation, has not conducted any business other than in connection with the Offer and the Merger Agreement. All of the issued and outstanding shares of capital stock of Purchaser are held by Parent. The principal address of Purchaser is c/o Heico Holding, Inc., 0000 Xxxxx Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000. The telephone number is (000) 000-0000. PARENT. Parent, a Delaware corporation, is a privately owned holding company headquartered in Chicago, Illinois. Activities include construction equipment and services, heavy machinery, materials handling, and other interests. The principal executive offices of Parent are located at 0000 Xxxxx Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000. The telephone number is (000) 000-0000. Because the consideration offered consists solely of cash, the Offer is not subject to any financing condition, and the offer is for all of the outstanding Shares, Purchaser believes the financial condition of Parent, Purchaser and their affiliates is not material to a decision by a holder of Shares whether to sell, tender or hold Shares pursuant to the Offer. The name, business address, citizenship, present principal occupation and employment history for the past five years of each of the directors and executive officers of Purchaser and Parent are set forth in Schedule I to this Offer to Purchase. During the last five years, none of Purchaser or Parent, or, to the best of their knowledge, any of the persons listed in Schedule I to this Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Except as described in this Offer to Purchase (i) none of Purchaser or Parent, or, to the best of their knowledge, any of the persons listed in Schedule I to this Offer to Purchase, or any associate or majority-owned subsidiary of Parent, Purchaser or the Company, beneficially owns or has any right to acquire, directly or indirectly, any equity securities of the Company and (ii) none of Purchaser or Parent, or to the best of their knowledge, any of the persons or entities referred to above has effected any transaction in such...

CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT. .. 18 10. Background of the Offer; Contacts with the Company...... 20 11. Purpose of the Offer; Plans for the Company............. 21 12.

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