EX-99.(C)(1) 19 file014.htm PRESENTATION DATED NOVEMBER 30, 2004


Strictly private & confidential

Project Figaro

Discussion materials

November 30, 2004

Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States.

Contents


Section
1	Valuation analysis of Figaro	1
2	Approach to the Special Committee	9
Appendix
I	Change-of-control transaction mechanisms	14


Valuation analysis of Figaro				Section 1

Section 1

Valuation analysis of Figaro


				1


Valuation analysis of Figaro				Section 1

Overview


•	Deutsche Bank has been asked to consider how Figaro's Special Committee would evaluate a potential offer to the minority shareholders


•	Figaro's Special Committee will rely heavily on its financial advisers to assess the fairness of any proposal by Danisco


	−	Financial advisers will deliver a public fairness opinion


•	In assessing the fairness of the offer, the financial advisers to the Figaro Special Committee will consider the valuation parameters associated with


	−	Comparable publicly-traded companies


	−	Discounted cash flow


	−	Comparable M&A transactions


	−	Premia analysis


•	Figaro's previous auction process will also be relevant in assessing the fairness of Danisco's proposal


	−	Reasonably broad auction with a number of parties contacted


	−	[Confidential treatment requested] was the only party to submit an offer


	−	[Confidential treatment requested]'s offer was non-cash and at a substantial discount to market


				2


Valuation analysis of Figaro				Section 1

Implied valuation matrix

Set out are the implied premia and acquisition multiples for Figaro at a range of discounts and premiums to market


($ in millions)
Price per share	Financial data	$14.00	Current price $16.20	$17.00	$18.00	$19.00	$20.00
Premium to:
Current price	$16.20	(13.6%)	0.0%	4.9%	11.1%	17.3%	23.5%
Fully diluted shares outstanding		68.6	68.6	68.6	69.4	69.4	69.4
Less: proceeds from options		($99)	($99)	($99)	($112)	($112)	($112)
Fully diluted equity value		$862	$1,013	$1,067	$1,137	$1,206	$1,275
Net debt		77	77	77	77	77	77
Total enterprise value		$939	$1,090	$1,145	$1,214	$1,283	$1,353

Total enterprise value/
LTM revenue	$403.1	2.3x	2.7x	2.8x	3.0x	3.2x	3.4x
LTM EBITDA	$68.8	13.6x	15.8x	16.6x	17.6x	18.6x	19.7x
LTM EBIT	$32.5	28.9x	33.6x	35.3x	37.4x	39.5x	41.7x

2004E revenue	$409.0	2.3x	2.7x	2.8x	3.0x	3.1x	3.3x
2004E EBITDA	$75.6	12.4x	14.4x	15.1x	16.1x	17.0x	17.9x
2004E EBIT	$37.9	24.8x	28.8x	30.2x	32.0x	33.9x	35.7x

2005E revenue	$434.6	2.2x	2.5x	2.6x	2.8x	3.0x	3.1x
2005E EBITDA	$66.0	14.2x	16.4x	17.3x	18.4x	19.4x	20.5x
2005E EBIT	$26.3	35.7x	41.1x	43.5x	46.2x	48.8x	51.4x

Note: 2004 and 2005 projections based on management figures.


				3


Valuation analysis of Figaro				Section 1

Average price paid per share


Assumptions
Current Stock price	$	16.20

Total shares outstanding		59.66
Eastman shares		25.00
Danisco shares		25.00
Minority shares		9.66
Total options outstanding		9.85	⁽¹⁾
(1) Includes 0.118 million options exercisable above a share price of $20.00

The analysis shows the total acquisition price and implied weighted average per share price paid based on various prices paid to Eastman and the minority shareholders


Total acquisition price
					(Minority price/share)
		Market discount/premium			$16.00 (1.2%)		$17.00 4.9%		$18.00 11.1%		$19.00 17.3%		$20.00 23.5%		$21.00 29.6%		$22.00 35.8%
(EMN price/ share)	$13.00		(19.8	%)	$	523.8	$	542.4	$	561.6	$	581.0	$	600.4	$	619.8	$	639.2
	$13.50		(16.7	%)	$	536.3	$	554.9	$	574.1	$	593.5	$	612.9	$	632.3	$	651.7
	$14.00		(13.6	%)	$	548.8	$	567.4	$	586.6	$	606.0	$	625.4	$	644.8	$	664.2
	$14.50		(10.5	%)	$	561.3	$	579.9	$	599.1	$	618.5	$	637.9	$	657.3	$	676.7
	$15.00		(7.4	%)	$	573.8	$	592.4	$	611.6	$	631.0	$	650.4	$	669.8	$	689.2
	$15.50		(4.3	%)	$	586.3	$	604.9	$	624.1	$	643.5	$	662.9	$	682.3	$	701.7
	$16.00		(1.2	%)	$	598.8	$	617.4	$	636.6	$	656.0	$	675.4	$	694.8	$	714.2


Average price/share
					(Minority price/share)
		Market discount/premium			$16.00 (1.2%)		$17.00 4.9%		$18.00 11.1%		$19.00 17.3%		$20.00 23.5%		$21.00 29.6%		$22.00 35.8%
(EMN price/ share)	$13.00		(19.8	%)	$	14.00	$	14.40	$	14.70	$	15.10	$	15.50	$	15.90	$	16.30
	$13.50		(16.7	%)	$	14.30	$	14.70	$	15.10	$	15.40	$	15.80	$	16.20	$	16.60
	$14.00		(13.6	%)	$	14.70	$	15.00	$	15.40	$	15.80	$	16.10	$	16.50	$	16.90
	$14.50		(10.5	%)	$	15.00	$	15.30	$	15.70	$	16.10	$	16.50	$	16.80	$	17.20
	$15.00		(7.4	%)	$	15.30	$	15.70	$	16.00	$	16.40	$	16.80	$	17.20	$	17.50
	$15.50		(4.3	%)	$	15.70	$	16.00	$	16.40	$	16.70	$	17.10	$	17.50	$	17.90
	$16.00		(1.2	%)	$	16.00	$	16.30	$	16.70	$	17.10	$	17.40	$	17.80	$	18.20


				4


Valuation analysis of Figaro				Section 1

Comparable publicly-traded companies

Genencor's closest peers include Novozymes and Lonza

Enterprise value as a multiple of

Price/consensus
EPS

Share price
11/30/04

Equity
value

Enterprise
value

Sales

EBITDA

EBIT

2004E

2005E

2004E

2005E

2004E

2005E

2004E

2005E

Bayer AG

€ 24.15

17,638

29,873

1.1x

1.0x

7.6x

6.9x

17.3x

13.7x

22.6x

19.7x

Degussa

€ 32.03

6,586

10,557

0.9x

6.7x

6.6x

11.7x

10.3x

15.0x

14.1x

DSM

€ 45.55

4,600

5,237

0.7x

5.1x

4.7x

10.6x

8.5x

13.9x

11.0x

DuPont

$45.46

45,763

50,844

1.9x

2.0x

10.6x

9.3x

15.4x

10.8x

19.5x

16.7x

Lonza

CHF 61.90

2,062

2,710

1.9x

1.7x

10.4x

8.4x

18.2x

13.3x

19.6x

14.1x

Novozymes

DKK 264.00

19,166

20,480

3.3x

3.1x

12.7x

12.1x

18.8x

17.5x

23.2x

21.5x

Mean

1.6x

8.8x

8.0x

15.3x

12.3x

19.0x

16.2x

Median

1.5x

1.4x

9.0x

7.7x

16.4x

12.1x

19.6x

15.4x

Note: Equity value and enterprise value in millions.


				5


Valuation analysis of Figaro				Section 1

Comparable transactions - food ingredients

Enterprise value as a multiple of:

Announcement
date

Target

Bidder

Enterprise value

Sales

EBITDA

EBIT

Jul-04

CP Kelco

JM Huber

US$1,100m (est)

2.20x

9.9x

May-04

Mannheimer et al

Kerry Group

EUR170m

1.55x

11.3x

Apr-04

Diana Ingredients

Electra Partners

EUR270m

1.68x

8.7x

Mar-03

Rhodia Food

Danisco

EUR320m

1.52x

10.1x

Mar-03

Quest Food Ingredients

Kerry Group

US$440m

1.84x

12.2x

Jul-02

Haarmann & Reiner

EQT

EUR1,660m

1.85x

11.5x

21.0x

Jan-02

FIS

Givaudan

EUR510m

1.88x

13.0x

15.0x

Jun-01

Noviant

JM Huber

US$400m

2.00x

9.8x

Sep-00

Bush Boake Allen

International Flavours & Fragrances

US$964m

1.91x

13.1x

19.2x

Sep-00

Copenhagen Pectin/Kelco

CP Kelco

US$1,245m

2.65x

Apr-99

Pronova

FMC

US$197m

2.00x

8.5x

10.0x

Apr-99

Nutra Sweet

JW Childs

US$400m

1.50x

4.0x

5.5x

Mar-99

Cultor

Danisco

US$1,268m

0.85x

9.8x

31.4x

Dec-98

Ingredient Technology

Chr Hansen Holding

US$103m

1.08x

9.5x

Feb-98

Gist-Brocades

DSM NV

Eur1,357m

1.21x

8.2x

15.0x

Aug-97

Protein Technologies Int

DuPont

US$1,500m

3.45x

18.3x

Apr-97

Quest International

ICI

US$2,000m

1.76x

10.7x

17.9x

Feb-97

Tastemaker

Roche

US$1,100m

3.44x

14.7x

18.3x

Oct-95

Food Science Group (US)

Cultor (Finland)

US$353m

1.16x

11.4x

Dec-94

Kelco (US)

Monsanto (US)

US$1,075m

3.50x

10.6x

13.8x

Oct-94

Bio-Industries and rendering businesses (France)

SKW Trostberg/VIAG (Germany)

FF4,400m

1.26x

13.3x

Min:

0.85x

4.0x

5.5x

Max:

3.50x

14.7x

31.4x

Median:

1.84x

10.6x

15.0x

Mean:

1.92x

10.4x

15.3x


				6


Valuation analysis of Figaro				Section 1

Premia analysis
Selected minority interest acquisitions¹


Date announced	Target/ acquirer	% owned by acquirer prior to transaction			% acquirer attempted to purchase in the transaction			Implied premium to stock price
Date announced	Target/ acquirer	% owned by acquirer prior to transaction			% acquirer attempted to purchase in the transaction			1-day prior			1-day prior			1-day prior
3/9/1999	Sun Energy Partners LP / Kerr-McGee Corp		98.2	%		1.8	%		41.6	%		43.8	%		50.9	%
3/21/1999	Spelling Entertainment Group / Viacom Inc		80.9			19.1			8.3			43.2			54.5
3/24/1999	Knoll Inc / Warburg, Pincus Ventures Inc		58.2			41.8			83.6			51.9			46.4
4/1/1999	Aqua Alliance Inc / Vivendi SA		77.8			22.2			28.9			19.0			101.7
4/12/1999	Meadowcraft Inc / Investor Group		73.0			27.0			65.0			63.3			77.8
5/5/1999	Thermo Power Corp / Thermo Electron Corp		69.3			30.7			5.5			(1.5	)		41.2
5/7/1999	J Ray McDermott SA / McDermott International Inc		63.0			37.0			16.8			13.1			19.3
5/21/1999	ThermoSpectra (Thermo Instr) / Thermo Instrument Systems Inc		85.5			14.5			39.1			43.8			61.0
10/21/1999	Student Loan Corporation / Citigroup Inc		80.0			20.0			11.5			11.6			0.8
11/5/1999	PEC Israel Economic Corp / Discount Investment Corp		56.3			43.7			0.2			1.0			2.8
12/1/1999	Boise Cascade Office Products / Boise Cascade Corp		80.5			19.5			43.5			55.3			60.0
12/8/1999	Robertson-Ceco Corp / Heico Companies LLC		69.2			30.8			46.0			43.8			41.5
1/19/2000	Conning Corp / Metropolitan Life Insurance Co		56.6			43.4			15.6			38.9			52.1
1/19/2000	Life Technologies Inc (Dexter) / Dexter Corp (pending)		70.0			30.0			8.9			11.4			18.1
1/31/2000	Thermedics Detection Inc / Thermedics(Thermo Electron)		88.2			11.8			0.8			0.8			14.3
1/31/2000	Thermo BioAnalysis (Thermo) / Thermo Instrument Systems Inc		70.1			29.9			51.4			55.6			53.4
1/31/2000	Thermo Optek Corp / Thermo Instrument Systems Inc		90.0			10.0			6.7			(5.1	)		41.2
1/31/2000	Thermo Sentron Inc (Thermedics) / Thermedics(Thermo Electron)		80.5			19.5			7.4			6.9			6.9
1/31/2000	ThermoQuest Corp / Thermo Instrument Systems Inc		85.4			14.6			36.0			47.0			61.9
3/14/2000	Howmet International Inc / Alcoa Inc		81.1			18.9			13.5			12.8			14.3
3/17/2000	Vastar Resources Inc / BP Amoco PLC		80.1			19.9			16.2			35.0			69.4
3/23/2000	Homestead Village Inc / Security Capital Group Inc		72.3			27.7			49.1			56.2			98.8
3/27/2000	Hartford Life (ITT Hartford) / Hartford Fin Svcs Group Inc		80.4			19.6			18.7			40.3			43.3
4/24/2000	Cherry Corp / Investor Group		51.0			49.0			103.1			109.1			70.3
7/20/2000	JLK Direct Distribution Inc / Kennametal Inc		83.0			17.0			48.9			94.4			68.7
8/28/2000	800-JR Cigar Inc / Investor Group		78.4			21.6			20.9			18.9			18.2

¹ Source: SDC as at November 1, 2004. Based on transactions involving a US target announced in the last five years, where the acquirer prior to the transaction owned more that 50% of the outstanding stock of the target and sought to acquire all the remaining outstanding stock for either cash or stock.


				7


Valuation analysis of Figaro				Section 1

Premia analysis (continued)
Selected minority interest acquisitions¹


Date announced	Target/ acquirer	% owned by acquirer prior to transaction			% acquirer attempted to purchase in the transaction			Implied premium to stock price
Date announced	Target/ acquirer	% owned by acquirer prior to transaction			% acquirer attempted to purchase in the transaction			1-day prior			1-week prior			4-weeks prior
9/21/2000	Hertz Corp / Ford Motor Co		81.0	%		19.0	%		46.4	%		42.7	%		12.0	%
10/27/2000	Azurix Corp (Enron Corp) / Enron Corp		64.9			35.1			135.1			135.1			134.1
12/14/2000	NPC International Inc / O Gene Bicknell		60.5			39.5			11.3			6.8			32.0
3/26/2001	CSFBdirect / CSFB		82.0			18.0			140.0			102.0			73.9
5/23/2001	Unigraphics Solutions Inc / Electronic Data Systems Corp		78.5			21.5			52.9			68.8			80.8
5/30/2001	Bacou USA Inc / Bacou SA		67.4			32.6			21.8			17.3			11.3
6/6/2001	Liberty Financial Cos Inc / Liberty Mutual Insurance Co		65.6			34.4			24.8			40.1			40.4
8/21/2001	Spectra Physics Inc / Thermo Electron Corp		73.4			26.6			27.8			(0.6	)		(7.9	)
10/1/2001	NCH Corp / Investor Group		54.3			45.7			34.0			33.6			18.8
10/10/2001	TD Waterhouse Group Inc / Toronto-Dominion Bank		88.8			11.2			53.2			49.1			32.9
11/9/2001	Thermo Fibergen Inc / Kadant Inc		95.3			4.7			7.6			3.7			1.2
1/11/2002	Market America Inc / Investor Group (pending)		77.0			23.0			6.0			7.4			7.4
2/19/2002	Travelocity.com Inc / Sabre Holdings Corp		65.5			34.5			45.8			40.3			22.5
3/18/2002	Meemic Holdings Inc / ProAssurance Corp		81.2			18.8			11.5			23.3			36.1
7/26/2002	International Specialty Prods / Samuel J Heyman		77.9			22.1			4.3			1.7			33.8
8/14/2002	First Banks America Inc,TX / First Banks Inc, St Louis, MO		93.8			6.2			0.9			(2.3	)		1.1
12/13/2002	Seminis Inc / Savia SA de CV (Pulsar)		73.4			26.6			48.2			45.4			45.4
4/7/2003	INRANGE Technologies Corp / Computer Network Technology		91.0			9.0			4.1			26.2			22.9
6/2/2003	Ribapharm Inc / ICN Pharmaceuticals Inc		79.6			20.4			23.0			23.8			50.2
11/7/2003	barnesandnoble.com Inc / Barnes & Noble Inc		72.9			27.1			35.6			32.6			27.1
2/20/2004	Johnson Outdoors Inc / JO Acquisition Corp (pending)		52.1			47.9			6.2			6.2			13.3
5/24/2004	WFS Financial Inc / Westcorp (pending)		84.0			14.0			3.5			6.2			5.1

	Low		52.1	%		1.8	%		0.2	%		(5.1	)%		(7.9	)%
	Average		75.7			24.2			31.9			33.7			39.2
	Median		78.4			21.6			22.4			33.1			38.3
	High		98.2			47.9			140.0			135.1			134.1


				8


Approach to the Special Committee				Section 2

Section 2

Approach to the Special Committee


				9


Approach to the Special Committee				Section 2

Negotiations with Special Committee


•	Role of the Figaro's Special Committee


	−	Seek to negotiate a transaction that is "fair" to minorities


	−	Special Committee and advisers negotiate on behalf of minorities


	−	Price needs to be within a range of what a willing seller and buyer would agree upon, but does not have to be the "best" possible price


•	Negotiations with Figaro's Special Committee


	−	Special Committee will seek to demonstrate the transaction was negotiated in good faith and at arms length


	−	likely to be multiple rounds of negotiations


	−	Special Committee will view Danisco's first offer as a starting point for negotiation


	−	Special Committee will be keen to demonstrate they "extracted value" by negotiating a higher price


	−	Special Committee wants to avoid any suggestion it "rushed to an agreement"


				10


Approach to the Special Committee				Section 2

Negotiations with Special Committee (continued)


•	Role of the advisors to Figaro's Special Committee


	−	Special Committee's lawyers and bankers are typically heavily involved in negotiating a going-private transaction due to the high level of scrutiny from regulators / shareholders


	−	Involvement of advisers assists in demonstrating the transaction is fair and was negotiated in good faith and at arms length


	−	Financial adviser will deliver a fairness opinion on the transaction


	−	We would expect the advisers to Figaro's Special Committee to be heavily involved in negotiations with Danisco


				11


Approach to the Special Committee				Section 2

Script for discussion

Danisco should start with a first offer at a modest premium to market and leave room for negotiation of value with Figaro's Special Committee

We believe $17 per share is a reasonable price to start the discussion


•	Danisco wants to acquire 100% of Figaro


•	Offer to Figaro minority shareholders


	−	$17 per share in cash


•	Status of Eastman discussions


	−	Danisco has had discussions with Eastman


	−	Eastman is supportive of a transaction to take the company private


	−	No agreement at this stage, although both parties are optimistic an agreement can be reached in the near future


	−	Agreed value likely to be at a discount to the current market price


•	Key conditions


	−	Danisco can acquire the Eastman stake


	−	Danisco is assured of acquiring 100% / 90% acceptance tender offer condition


	−	Danisco can retain key management personnel


	−	Any required government or regulatory approvals


•	Timing


	−	Danisco would like to announce a transaction in December


				12


Approach to the Special Committee				Section 2

Script for discussion (continued)

Key points to support the attractiveness of the offer to Figaro's minority shareholders


•	Offer to Figaro's minority shareholders is highly attractive


•	Figaro's auction process resulted in only one offer - from [Confidential treatment requested]


•	[Confidential treatment requested]'s offer was non-cash and at a substantial discount to market


•	Danisco's proposal is all cash and represents more than a 30% premium to [Confidential treatment requested]'s offer


•	The offer to the minorities represents a substantial premium to the likely purchase price of Eastman shares


•	The proposal implies a generous valuation for Figaro


	−	15.1x 2004E EBITDA


	−	17.3x 2005E EBITDA


•	Consistent with comparable publicly-traded companies and transactions


•	Premium to current market price


	−	stock price has been inflated by takeover speculation


	−	7.4% premium to 90-day average


				13


Change-of-control transaction mechanisms				Appendix I

Appendix I

Change-of-control transaction mechanisms


				14


Change-of-control transaction mechanisms				Appendix I

One-step versus two-step transactions

A public company acquisition can be accomplished through either a one-step (merger), or a two-step (tender/exchange offer) transaction

Generally, a public company acquisition structured as a two-step transaction is attractive primarily because it may deliver control of the Target in a shorter period of time

Comments

One step acquisition
or
Merger

•

An acquisition of the Target that is consummated through the exchange of the Target's shares for the acquisition consideration

•

May require Acquirer board approval¹

•

May require Target board and shareholder approval

•

Shareholder approval is sought at a special shareholders meeting

•

The required shareholder approval percentage depends upon the Target's articles of incorporation and corporate bylaws, as well as the applicable state takeover statute

•

To obtain shareholder approval, the Target is required to solicit proxies from shareholders (proxy statement requires SEC approval)

Two-step acquisition
or
Tender / exchange offer

•

An acquisition of the Target that is consummated in two steps: a tender/exchange offer followed by a merger

•

In the first step, the Acquirer commences a tender offer for the shares of the Target

−

documents for such an offer do not require prior SEC approval or the Target's shareholder vote

−

the offer is conditioned upon enough shares being tendered to give the Acquirer sufficient voting power to ensure the approval of the merger in the second step

•

In the second step, the Acquirer obtains shareholder approval for the merger and the Target shareholders who did not tender their shares receive the merger consideration (the "squeeze-out")

−

in the event the Acquirer acquires sufficient shares of the Target in the first step (90 percent in Delaware), the merger does not require the approval of the Target's remaining shareholders ("short form" merger)

¹ Requires Acquiror shareholders approval if Acquiror is to issue new shares equal to at least 20 percent (if NYSE or NASDAQ company) of outstanding shares or if Acquiror will amend its charter in connection with the merger.


				15


Approach to the Special Committee				Section 2

Post-tender offer merger with Target

After Acquiror acquires a majority of Target's shares in the two-step (tender/exchange offer) transaction, Acquiror acquires the remainder of the equity interest through a merger in which remaining Target shareholders receive the merger consideration


•	In a friendly transaction, the merger agreement is signed before Acquirer begins its tender offer for Target shares


•	The merger is customarily structured so that a subsidiary of Acquirer is the corporation with which Target merges


•	If less than 90 percent of Target shares are acquired in the tender offer, the merger is subject to Target shareholder approval


	−	Target's charter and bylaws determine what percent minimum shareholder approval is necessary to consummate the merger


	−	Under Target's charter, or if state law provides otherwise, Acquiror is permitted to vote its own shareholdings in Target in favor of the merger


	−	Target shareholders who disapprove of the merger and follow specified statutory procedures will be entitled to seek the appraised value of their shares ("appraisal rights")


•	Before the merger can be consummated, it is necessary to send Target shareholders a proxy or information statement


	−	The proxy statement contains, among other things, a full description of Target, full financial statements of Target, and enough information to enable Target shareholders to make an informed decision as to whether or not to seek appraisal rights


	−	The proxy statement and its content requires SEC approval


				16


Change-of-control transaction mechanisms				Appendix I

Post-tender offer merger with Target (continued)

The two methods of accomplishing the second step merger differ significantly in execution timeline


	Comments
Short form merger	•	Typically requires 90 percent ownership of Target's stock
	•	Must be permitted under relevant state law
	•	Is quicker and less complicated than long-form merger
	•	Does not require shareholder approval
	•	Takes less than one month

Long form merger	•	Typically executed when Acquiror has less than 90 percent ownership of Target's stock
	•	Must effect traditional merger transaction
	•	Shareholder consent
	•	Solicitation of proxies
	•	Takes from four to six months


				17


Change-of-control transaction mechanisms				Appendix I

Illustrative timetable

Because of the need for rapid execution, acquisitions not subject to inherent regulatory delays are typically structured as two-step transactions. The tender/exchange offer can close as early as 20 business days from the commencement date

One-step acquisition

Two-step acquisition

Day 1

•

Sign merger agreement

•

Sign merger agreement

•

Announce transaction

•

Announce transaction

Day 5

•

File proxy statement with the SEC

•

File schedule TO with the SEC and deliver to Target

•

File HSR

•

File HSR

•

Commence tender offer by giving security holders the means to tender into the offer

Day 15

•

Target files schedule 14D-9 setting out its position on the offer with the SEC and sends to Acquiror⁽¹⁾

Day 20

•

HSR waiting period expires (unless earlier terminated, or agencies request additional information, in which case waiting period lasts until 10 days after the information is furnished)⁽²⁾

Day 35

•

HSR waiting period expires (unless earlier terminated, or agencies require additional information, in which case waiting period lasts until 30 days after the information is furnished)

•

Tender offer must remain open for at least 20 business days (offer may be extended), at the end of which the acquirer is free to acquire the Target's shares (if HSR process is completed)

•

If enough shares are tendered to permit short form merger, complete merger⁽³⁾

Day 40

•

Receive SEC comments

•

If the minimum conditions are met to carry the merger, file an information statement⁽⁴⁾ with the SEC for the second step merger

Day 43

•

Respond to SEC comments

Day 45

•

Receive SEC approval

•

Mail merger material to Target's shareholders

•

Set Target shareholders meeting date

Day 50

•

Receive SEC approval

•

Mail merger material to Target's shareholders

•

Set Target shareholders meeting date

Day 70

•

Target shareholders vote within 20 calendar days

•

Complete merger

Day 75

•

Target shareholders vote within 20 business days

•

Complete merger


(1)	The schedule 14D-9 is often filed simultaneously with the schedule TO in friendly transactions.


(2)	In the case of an exchange offer, the HSR waiting period and additional information request period can both last up to 30 days.

(3)

The SEC has recently introduced the option of including a "subsequent offer period" provision into tender/exchange offers, which allows the Acquiror to extend the offer for a period of no less than 3 business days and no more than 20 business days without granting withdrawal rights to those that have already tendered into the offer; this is typically used by Acquirors who are seeking to acquire the percentage necessary to effect a short-form merger.


(4)	The Acquiror can also file a proxy statement (as opposed to an information statement) which requires at least 20 business days before a shareholder vote.