by and amongAgreement and Plan of Merger • January 16th, 1998 • Bi Expansion Ii Corp • Wholesale-lumber & other construction materials • New York
Company, together with shares of Company Preference Stock which may be acquired after the date hereof by such Stockholder, including shares of Company Preference Stock issuable upon the exercise of Options (as the same may be adjusted as aforesaid),...Execution Copy • January 16th, 1998 • Bi Expansion Ii Corp • Wholesale-lumber & other construction materials • New York
------------------------------------------------------------------------------- This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares. The Offer is made solely by the Offer to Purchase dated January 16, 1998,...Bi Expansion Ii Corp • January 16th, 1998 • Wholesale-lumber & other construction materials
(which, together with any amendments or supplements thereto, collectively constitute the "Offer"). The Common Shares and the Preference Shares are collectively sometimes referred to as "Shares". THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 13, 1998, UNLESS THE OFFER IS EXTENDED. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE SUCH NUMBER OF COMMON SHARES THAT WOULD CONSTITUTE AT LEAST 66 2/3% OF ALL OUTSTANDING COMMON SHARES (DETERMINED ON A FULLY-DILUTED BASIS), (2) THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE SUCH NUMBER OF PREFERENCE SHARES THAT WOULD CONSTITUTE AT LEAST 66 2/3% OF ALL OUTSTANDING PREFERENCE SHARES, (3) ANY WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, AND THE REGULATIONS THEREUNDER APPLICABLE TO THE PURCHASE OF SHARES PURSUANT TO THE OFFER SHALL HAVE E
