OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK OF CHILDREN'S DISCOVERY CENTERS OF AMERICA, INC. AT $12.25 NET PER SHARE BY KBI ACQUISITION CORP. A WHOLLY OWNED SUBSIDIARY OF KNOWLEDGE BEGINNINGS, INC. -----...Knowledge Beginnings Inc • April 3rd, 1998 • Services-child day care services
OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK OF CHILDREN'S DISCOVERY CENTERS OF AMERICA, INC. AT $12.25 NET PER SHARE BY KBI ACQUISITION CORP. A WHOLLY OWNED SUBSIDIARY OF KNOWLEDGE BEGINNINGS, INC. -----...Knowledge Beginnings Inc • April 3rd, 1998 • Services-child day care services
been obtained by the Company, and (iv) the satisfaction of certain other terms and conditions set forth in the Offer to Purchase. 5. The Board of Directors of the Company has, by a vote of all directors at a meeting duly called and held, unanimously (i) determined that each of the Offer and the Merger is fair to, and in the best interests of, the Company's stockholders, (ii) approved and adopted the Merger Agreement and the Option and Support Agreement (each as defined in the Offer to Purchase) and the transactions contemplated thereby, including the Offer and the Merger, (iii) recommended that the Company's stockholders accept the Offer and tender their Shares pursuant to the Offer, and (iv) taken all action necessary to render Section 203 of the General Corporation Law of the State of Delaware and other state takeover statutes inapplicable to the Offer, the Merger and the Option and Support Agreement. 6. Tendering stockholders will not be obligated to pay brokerage fees or commission
RECITALS:Employment Agreement • April 3rd, 1998 • Knowledge Beginnings Inc • Services-child day care services • California
OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK OF CHILDREN'S DISCOVERY CENTERS OF AMERICA, INC. AT $12.25 NET PER SHARE BY KBI ACQUISITION CORP. A WHOLLY OWNED SUBSIDIARY OF KNOWLEDGE BEGINNINGS, INC....Merger Agreement • April 3rd, 1998 • Knowledge Beginnings Inc • Services-child day care services
RECITALSOption and Support Agreement • April 3rd, 1998 • Knowledge Beginnings Inc • Services-child day care services • Delaware
