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[LOGO]
ANNEX A
800 Nicollet Mall
Minneapolis, MN 55402-7020
612 303-6000
December 18, 2000
PERSONAL & CONFIDENTIAL
Board of Directors
Loislaw.com, Inc.
105 North 28th Street
Van Buren, AR 72956
Members of the Board:
You have requested our opinion as to the fairness, from a financial point of
view, to the holders of the common stock (the "Common Stock") of
Loislaw.com, Inc. (the "Company") of the cash consideration to be received by
holders of Common Stock, pursuant to an Agreement and Plan of Merger to be dated
as of December 18, 2000 (the "Agreement"), among the Company, Wolters Kluwer
U.S. Corporation ("Purchaser") and its wholly owned subsidiary LL Acquisition
Corporation ("Acquisition").
The Agreement provides for the commencement by Purchaser of a tender offer (the
"Tender Offer") to purchase Company Common Stock at a price of $4.3545 per
share, net to the seller in cash (the "Offer Price") and the subsequent merger
(the "Merger") of Acquisition into the Company, pursuant to which each share of
the Common Stock outstanding at the effective time of the Merger will be
converted into the right to receive cash equal to the Offer Price. The Tender
Offer and the Merger are collectively referred to as the "Transaction". The
terms and conditions of the Transaction are more fully set forth in the
Agreement.
U.S. Bancorp Piper Jaffray Inc., as a customary part of its investment banking
business, is engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, underwriting and secondary
distributions of securities, private placements and valuations for estate,
corporate and other purposes. We have acted as financial advisor to the Company
in connection with the Transaction and will receive a fee for services which is
contingent upon consummation of the Transaction. We will also receive a fee for
providing this opinion. This opinion fee is not contingent upon the consummation
of the Transaction. The Company has also agreed to indemnify us against certain
liabilities in connection with our services. U.S. Bancorp Piper Jaffray makes a
market in the Company's Common Stock and provides research coverage for the
Company. In the ordinary course of our business, we and our affiliates may
actively trade securities of the Company or Wolters Kluwer nv for our own
account or the account of our customers and, accordingly, may at any time hold a
long or short position in such securities.
In arriving at our opinion, we have undertaken such review, analyses and
inquiries as we deemed necessary or appropriate under the circumstances. Among
other things, we have reviewed a draft of the Agreement dated December 17, 2000
and drafts of certain other documents related to the Transaction and certain
financial and other information that was publicly available or furnished to us
by the Company, including information provided during discussions with the
management of each company. We have visited the corporate offices of the Company
and made inquiries of management of the
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December 18, 2000
Page 2
Company regarding the Company's past and current business operations, financial
condition and future prospects. In addition, we have compared certain financial
data of the Company with various other companies whose securities are traded in
public markets, reviewed prices paid in certain other business combinations and
conducted such other financial studies, analyses and investigations as we deemed
appropriate for purposes of this opinion.
In conducting our review and in rendering our opinion, we have, with your
consent, relied upon and assumed the accuracy, completeness and fairness of the
financial statements and other information provided to us or otherwise made
available to us, and have not assumed responsibility for the independent
verification of such information. We have further relied upon the assurances of
the management of the Company that the information provided to us as set forth
above has been prepared on a reasonable basis and, with respect to financial
planning data and other business outlook information, reflects the best
currently available estimates, and that they are not aware of any information or
facts that would make the information provided to us incomplete or misleading.
We have also assumed that there have been no material changes in the Company's
assets, financial condition, results of operations, business or prospects since
the date of the last financial statements made available to us. We have assumed
that the final form of the Agreement will be substantially similar to the last
draft reviewed by us, without modification of material terms or conditions.
In arriving at our opinion, we have not performed any appraisals or valuations
of any specific assets or liabilities of the Company, and have not been
furnished with any such appraisals or valuations. We express no opinion
regarding the liquidation value of any entity. The analyses performed by U.S.
Bancorp Piper Jaffray in connection with this opinion were going concern
analyses of an entity. We were not requested to opine, and no opinion is hereby
rendered, as to whether any analysis of an entity, other than as a going
concern, is appropriate in the circumstance and, accordingly, we have performed
no such analyses.
This opinion is necessarily based upon the information available to us and facts
and circumstances as they exist and are subject to evaluation on the date
hereof; events occurring after the date hereof could materially affect the
assumptions used in preparing this opinion. We have not undertaken to reaffirm
or revise this opinion or otherwise comment upon any events occurring after the
date hereof and do not have any obligation to update, revise or reaffirm this
opinion. Our opinion addresses solely the fairness of the consideration payable
in the Transaction to shareholders of the Company, and does not address any
other terms or agreement relating to the Transaction.
This opinion is directed to the Board of Directors in connection with its
consideration of the Transaction. This opinion may not be published or otherwise
used, nor may any public references to U.S. Bancorp Piper Jaffray be made
without our prior written consent. However, notwithstanding the foregoing, we
consent to the inclusion of this opinion in the Schedule TO and Schedule 14D-9
relating to the Tender Offer and the proxy statement (if any) relating to the
Merger. This opinion is not intended to be and does not constitute a
recommendation to any stockholder regarding whether to tender shares of Common
Stock in the Tender Offer or as to how such stockholder should vote with respect
to the Merger. In connection with this opinion, we were not requested to opine
as to, and this opinion does not address, the merits of the basic business
decision to proceed with or effect the Transaction or to compare the Transaction
to, or consider, alternative transactions that may have been available to the
Company.
Based upon and subject to the foregoing and based upon such other factors as we
consider relevant, it is our opinion that, as of the date hereof, the cash
consideration to be paid in the Tender Offer and the Merger to the holders of
the Common Stock pursuant to the terms of the Agreement is fair to the holders
of the Common Stock, from a financial point of view.
Sincerely,
U.S. BANCORP PIPER JAFFRAY INC.
[Signature]
