CERTAIN TRANSACTIONS The Company and Mr. David J. Callard have an agreement pursuant to which Mr. Callard provides financial advisory services in his capacity as Chair of the Executive Committee and advisory services in the area of acquisition and...Financial Advisory Agreement • February 18th, 1998 • Waverly Inc • Books: publishing or publishing & printing
LOGO] February 18, 1998 To the Stockholders of Waverly, Inc.: We are pleased to inform you that on February 10, 1998, Waverly, Inc. ("Waverly" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Wolters Kluwer...Merger Agreement • February 18th, 1998 • Waverly Inc • Books: publishing or publishing & printing
February 10, 1998 Board of Directors Waverly, Inc. 351 West Camden Street Baltimore, MD 21117 Members of the Board: We understand that Waverly, Inc. ("Waverly" or the "Company"), Wolters Kluwer U.S. Corporation ("Wolters Kluwer") and MP Acquisition...Merger Agreement • February 18th, 1998 • Waverly Inc • Books: publishing or publishing & printing
BY AND AMONGMerger Agreement • February 18th, 1998 • Waverly Inc • Books: publishing or publishing & printing • Maryland
WAVERLY, INC. LETTERHEAD] PERSONAL AND CONFIDENTIAL December 5, 1997 Wolters Kluwer U.S. Corporation CONFIDENTIALITY AGREEMENT Dear Sirs: In connection with your consideration of a possible transaction (the "Transaction") with Waverly, Inc....Confidentiality Agreement • February 18th, 1998 • Waverly Inc • Books: publishing or publishing & printing
In connection with your consideration of a possible transaction (the "Transaction") with Waverly, Inc. ("Waverly"), you have requested certain information concerning Waverly. Waverly is prepared, in its sole discretion, to make available to you certain information which is non-public, confidential or proprietary in nature concerning the business, financial condition, operation and assets of Waverly for your use in connection with your consideration of the Transaction.
