On March 23, 2022, representatives of the Company and representatives of Paul, Weiss, on the one hand, and representatives of Party H, Party I and their counsel, on the other hand, held a call to discuss Party H’s views with respect to the competitive landscape, and regulatory burden associated with, and required timing to obtain regulatory clearance for, any potential transaction involving Party H and the Company. During the course of the discussion, representatives of Party H suggested a willingness to divest one of its businesses but otherwise declined to describe to representatives of the Company, in specific terms, all of the steps that they would be willing to commit to in order to obtain regulatory clearance in the event Party H were to enter into an agreement to acquire the Company.
On March 24, 2022, Davis Polk & Wardwell LLP (“DPW”), on behalf of Brookfield, delivered a revised draft of the Merger Agreement to Paul, Weiss.
During the period between March 24, 2022 and March 31, 2022, representatives of the Company participated in calls and virtual meetings with representatives of Brookfield, on the one hand, and representatives of the Consortium, on the other hand, to facilitate each party’s ongoing due diligence investigation.
On March 25, 2022, counsel for the Consortium delivered a revised draft of the Merger Agreement to Paul, Weiss.
On March 25, 2022, representatives of outside counsel for Party H held a call with representatives of Paul, Weiss to further discuss certain information regarding Party H, the Company and the industries in which they operate on an outside-counsel only basis. During the course of the discussion, representatives of Party H suggested a willingness to divest one of its businesses but otherwise declined to describe to representatives of Paul, Weiss, in specific terms, all of the steps that they would be willing to commit to in order to obtain regulatory clearance in the event Party H were to enter into an agreement to acquire the Company.
On March 28, 2022, representatives of outside counsel for Party H held a call with representatives of Paul, Weiss to further discuss certain information regarding Party H, the Company and the industries in which they operate on an outside-counsel only basis. During the course of the discussion, representatives of Party H suggested a willingness to divest one of its businesses but otherwise declined to describe to representatives of Paul, Weiss, in specific terms, all of the steps that they would be willing to commit to in order to obtain regulatory clearance in the event Party H were to enter into an agreement to acquire the Company.
On March 30, 2022, representatives of Rothschild & Co., on behalf of Party H, held a call with representatives of Morgan Stanley to state Party H’s continued interest in potentially acquiring all of the outstanding Shares at a price per Share in cash ranging from $52-54 per Share, subject to completion of Party H’s due diligence.
On March 31, 2022, representatives of Paul, Weiss held a call with representatives of DPW to provide the Company’s views with respect to certain terms of the Merger Agreement previously provided by DPW, including Brookfield’s proposals on the circumstances under which a termination fee would be payable by the Company, the scope of the representations and warranties provided by the Company, and the amount of the termination fee payable by the Company, among other terms, and requested that DPW submit a further revised draft of the Merger Agreement with Brookfield’s final bid.
On April 1, 2022, representatives of Paul, Weiss held a call with representatives of counsel for the Consortium to provide the Company’s views with respect to certain terms of the Merger Agreement previously provided by counsel to the Consortium and requested that the Consortium’s counsel submit a further revised draft of the Merger Agreement with the Consortium’s final bid.
On April 4, 2022, Party H delivered a letter to the Company. In this letter, Party H indicated its interest in potentially acquiring all of the outstanding Shares at a price per Share in cash ranging from $52 to $54 per share, subject to completion of Party H’s due diligence.
On April 5, 2022, the Consortium and Brookfield each submitted revised indications of interest to acquire the Company. The Consortium’s proposal contemplated an all-cash purchase price of $47 per