XXX COMPANY. The board of directors also received a presentation from Xxxxxxx Xxxxx analyzing a potential $34.00 cash offer and discussed it with Xxxxxxx Sachs and Xxxxxxxx Xxxxxxx. Xxxxxxx Xxxxx summarized the recent trading price of Big Flower and comparable companies and re-presented its comparable transaction analysis from June 24. The board of directors discussed the advisability of amending the original merger agreement to provide for an all cash consideration but did not make any decision with respect to such a transaction because Xxxxxx X. Xxx Company had not yet submitted any proposal. In the discussion, the board of directors noted that: - holders of Big Flower common stock had expressed a desire for an all cash transaction, - Big Flower common stock had been trading below $30.00 a share, and the theoretical value, based on the return required by investors for a security issued by a company having Big Flower's anticipated post recapitalization credit rating, and without regard to the impact of supply and demand in the market for this particular security), of the preferred stock and warrants had declined as a result of an overall decline in the market for high yield securities which was causing investors in that market to require higher yields that would, because the dividend rate on the preferred stock was fixed, be expected to result in lower trading prices for the preferred stock and warrants, and - Big Flower's financial results had deteriorated. The Board of Directors did not discuss at this time the effect of the deterioration in financial results on the value of the warrants attached to the preferred stock. After the meeting on September 14, 1999, Big Flower informed Xxxxxx X. Xxx Company about the revised projections, and Xxxxxx X. Xxx Company indicated that it was continuing to seek financing for an all cash proposal. On September 17, 1999, the board of directors, other than Messrs. Xxxxx and Xxxxxx who recused themselves, held a telephonic meeting and were advised that Xxxxxx X. Xxx Company had thus far been unable to obtain financing for a $34.00 cash proposal. The board of directors was also advised that Big Flower management had determined that results of the direct mail business were going to be even weaker than expected on September 14, 1999. The change from the results reported on September 14 had occurred because, in accordance with its usual practice, Webcraft's August results and forecast for the following three months were prepared after Se...
XXX COMPANY. Consent to Electronic Delivery
XXX COMPANY. By: ----------------------------------------- Name: ----------------------------------- Title: -----------------------------------
XXX COMPANY. Xxxxxx X. Xxx Company had increased the cash portion of its proposal to $30.00 and reduced the PIK preferred stock portion of the purchase price to a $5.00 liquidation preference PIK preferred stock, but representatives of Xxxxxxx Xxxxx and Xxxxxxxx Xxxxxxx indicated that the proposed PIK preferred stock/warrant package contained terms that they believed to be unfavorable compared to market practice and that those terms could be enhanced. These unfavorable terms included a high warrant exercise price, extensive restrictions on the ability to exercise the warrants, and the ability of Big Flower to redeem the PIK preferred stock in a relatively short time frame, each of which the financial advisors advised was contrary to prevailing market practice, and a low level of PIK preferred stock offered in exchange for Big Flower common stock. After discussion with its financial advisors, the board of directors instructed its financial advisors to attempt to improve the terms of the PIK preferred stock and warrants in the following ways: - lowering the exercise price on the warrants to a nominal amount, - eliminating or reducing restrictions on when the warrants could be exercised, - protecting against Big Flower's ability to redeem the PIK preferred stock in a relatively short time frame, and - increasing the amount of the PIK preferred stock being offered per share of Big Flower common stock.
XXX COMPANY. In preparing its opinion, Xxxxxxxx Xxxxxxx performed a variety of financial and comparative analyses, including those described below. The summary of these analyses does not purport to be a complete description of the analyses underlying Berenson Xxxxxxx'x opinion. The preparation of a fairness opinion is a complete analytic process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to summary description. Furthermore, in arriving at its opinion, Xxxxxxxx Xxxxxxx did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Xxxxxxxx Xxxxxxx believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying such analyses and opinion. In its analyses, Xxxxxxxx Xxxxxxx made numerous assumptions with respect to Big Flower, industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Big Flower's control. The estimates contained in these analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by these analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. Berenson Xxxxxxx'x opinion and analyses were only one of various factors considered by the Big Flower board of directors in its evaluation of the merger and should not be viewed as determinative of the view of the board of directors of Big Flower with respect to the merger consideration to be received by the holders of common stock of Big Flower, other than the members of management retaining shares of Big Flower common stock in the merger, as to whom Xxxxxxxx Xxxxxxx did not deliver an opinion, or the merger. The following is a summary of the material analyses perform...
XXX COMPANY. The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Right Certificate to purchase the Common Stock issuable upon the exercise of such Rights (or such other securities or property of the Company or of any other Person which may be issuable upon the exercise of the Rights) and requests that certificates for such stock (or such other securities or property of the Company or of any other Person which may be issuable upon the exercise of the Rights) be issued in the name of (or to, as the case may be): ____________________________________________ (Please print name and address) ___________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number__________________________________________ __________________________________________________ (Please print name and address) __________________________________________________ Dated: __________________ Signature Signature Medallion Guaranteed: Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, which is a member of a recognized Medallion Signature Guarantee Program. The undersigned hereby certifies that:
XXX COMPANY. By: ------------------------------------ Name: ----------------------------- Title: Secretary
