SHAREHOLDER AGREEMENT, dated as of November 12, 1996, among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation ("Parent"), INDIGO ACQUISITION CORP., a Washington corporation and a wholly owned subsidiary of Parent ("Sub"), and the...Shareholder Agreement • November 18th, 1996 • Edmark Corp • Services-prepackaged software • New York
ALEX BROWN & SONS LOGOEdmark Corp • November 18th, 1996 • Services-prepackaged software
Edmark Corporation ("Edmark" or the "Company"), International Business Machines Corporation ("IBM") and Indigo Acquisition Corp., a Washington Corporation and a wholly-owned subsidiary of IBM (the "Merger Sub"), propose to enter into an Agreement and Plan of Merger dated as of November 12, 1996 (the "Agreement"). Pursuant to the Agreement, the Merger Sub will commence a tender offer (the "Tender Offer") to purchase all outstanding shares of the common stock, no par value per share (the "Common Stock"), of Edmark at a price of $15.50 per share, net to the seller in cash. The Agreement also provides that following such tender offer, Merger Sub will be merged with and into Edmark (the "Merger"), and that each then outstanding share of Common Stock, other than shares held by IBM or the Company, will be converted into the right to receive $15.50 in cash. You have requested our opinion as to whether the cash consideration to be received by the holders of the Common Stock in the Tender Offer
