XXX COMPANY. At the same time, Big Flower's financial advisors continued discussions with Xxxxxx X. Xxx Company regarding the financial terms of the merger, including discussions to clarify the terms of the PIK preferred stock and attached warrants, and the terms of the financing commitments with respect to the proposed merger. The Big Flower board of directors, other than Messrs. Xxxxx and Xxxxxx, who recused themselves, met on June 27 at which time it received an update on the status of negotiations. Big Flower's legal advisors reported that most of the issues had been resolved, but that there were still some issues with respect to closing conditions, conditions under which expenses would be payable and a small number of relatively minor issues. The board of directors directed its legal advisors to continue negotiations with Xxxxxx X. Xxx Company. The Big Flower board of directors, other than Messrs. Xxxxx and Xxxxxx, who recused themselves, met on June 29 at which time it unanimously approved the original merger agreement and the transactions contemplated in the original merger agreement. On June 29, 1999 the original merger agreement was signed and publicly announced. Following announcement of the original merger, several stockholders, including Big Flower's largest stockholder, expressed disappointment with the terms of the original merger agreement, on the grounds that the overall merger consideration should have been greater and that the preferred stock with warrants was unattractive to them. In addition, the trading price of Big Flower's stock remained well below the nominal $35.25 price per share which was being offered to stockholders in the original merger agreement. In early August, at the request of Xx. Xxxxxxxxx, representatives of Big Flower contacted Xxxxxx X. Xxx Company and asked that Xxxxxx X. Xxx Company consider revising the terms of the merger to provide $35.25 in cash. Representatives of Xxxxxx X. Xxx Company indicated that they were not willing to do so at that time but might be open to considering an all cash proposal at a later time. After signing the original merger agreement, Xx. Xxxxx continued to work regularly with Xxxxxx X. Xxx Company and Evercore Capital Partners on planning arrangements for participation of management of Big Flower and its operating subsidiaries in the post recapitalization company, including the use of a rabbi trust, the possibility of modifying the transaction terms to all cash and the amount of cash and the financi...
XXX COMPANY. Consent to Electronic Delivery Signature: /s/ Xxxxx Xxxxx /s/ MB By initialing this paragraph and providing an e-mail address, the Client consents, in accordance with the provisions of this Agreement, to FTC's delivery of Required Documents in electronic form at FTC's discretion, in lieu of a separate mailing of paper copies until such time as the Client revokes this consent in writing. The Client understands that there may be security risks in accessing Account information through the Internet and accepts those risks. If the Client elsewhere consents to electronic delivery of Required Documents (such as through the Online Services) either prior or subsequent to the execution of this Agreement, the absence of consent to electronic delivery in this Agreement shall not negate such other consent. For the convenience of the Client, FTC reserves the right to deliver electronically any additional Account communications that are not required by law to be delivered in writing. Name: Xxxxx Xxxxx Title: CFO-EVP Address: 000 Xxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx, Xxxxxxx 00000 Telephone: 000-000-0000 E-mail Address: xxxxx.xxxxx@xxx.xxx Country of Citizenship: Not Applicable Date:
XXX COMPANY. By: ----------------------------------------- Name: ----------------------------------- Title: -----------------------------------
XXX COMPANY. By: ------------------------------------ Name: ----------------------------- Title: Secretary
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. Date By: Xxxxx Xxxxxx Vice President Corporate Development and Human Resources EXHIBIT A VESTING OF RESTRICTED SHARES
XXX COMPANY. By: Xxxxx Xxxxxx Vice President — Corporate Development and Human Resources Date EXHIBIT A VESTING OF RESTRICTED STOCK
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:
