May 11, 2011Confidentiality Agreement • August 31st, 2011 • Brass Acquisition Corp • Newspapers: publishing or publishing & printing
Bloomberg L.P., a Delaware limited partnership (the “Recipient,” which term shall, for the purposes of this letter agreement, include its direct and indirect subsidiaries or affiliates), has expressed interest in exploring a possible transaction with, acquisition of, or business combination with (any of the foregoing, a “Transaction”) The Bureau of National Affairs, Inc., a Delaware corporation (together with its subsidiaries, the “Company”). As a condition to the furnishing to the Recipient and its Representatives (as defined below) of a confidential Offering Memorandum and certain other information about the Company’s properties, employees, finances, businesses, operations, assets, prospects and financial affairs, the Recipient agrees to be bound by the terms and conditions of this letter agreement, and the Recipient further agrees to inform any Representative to whom Proprietary Information (as defined below) is disclosed pursuant to the terms of this letter agreement of the content
OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of THE BUREAU OF NATIONAL AFFAIRS, INC. at $39.50 Net Per Share by BRASS ACQUISITION CORP. a wholly-owned subsidiary of BLOOMBERG INC. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00...Offer to Purchase • August 31st, 2011 • Brass Acquisition Corp • Newspapers: publishing or publishing & printing
This Offer is being made pursuant to the Agreement and Plan of Merger, dated as of August 24, 2011 (as it may be amended from time to time, the “Merger Agreement”), among Bloomberg Inc., a Delaware corporation (“Parent”), Brass Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and The Bureau of National Affairs, Inc., a Delaware corporation (the “Company”). Purchaser is offering to purchase all of the issued and outstanding shares of common stock, par value $1.00 per share, of the Company (the ‘‘Company Common Stock”), including all of the issued and outstanding shares of Class A common stock, par value $1.00 per share, of the Company (the “Class A Shares”), all of the issued and outstanding shares of Class B common stock, par value $1.00 per share, of the Company (the “Class B Shares”), and all of the issued and outstanding shares of Class C common stock, par value $1.00 per share, of the Company (the “Class C Shares” and, together with t
