<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
------------------------
AMWAY ASIA PACIFIC LTD.
(Name of Issuer)
NEW AAP LIMITED
(Names of Persons Filing Statement)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
G0352M 10 8
(CUSIP Number of Class of Securities)
------------------------
CRAIG N. MEURLIN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
AMWAY CORPORATION
7575 FULTON STREET EAST
ADA, MICHIGAN 49355
(616) 787-6000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
------------------------
COPY TO:
THOMAS C. DANIELS, ESQ.
JONES, DAY, REAVIS & POGUE
NORTH POINT
901 LAKESIDE AVENUE
CLEVELAND, OHIO 44114
(216) 586-3939
------------------------
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) [sec. 240.13e-3(c)]
under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
------------------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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<S> <C>
$152,971,740.00 $30,595.00
</TABLE>
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[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
<TABLE>
<S> <C>
AMOUNT PREVIOUSLY PAID: $30,595.00 FILING PARTY: New AAP Limited
FORM OR REGISTRATION NO: SCHEDULE
14D-1 DATE FILED: November 18, 1999
</TABLE>
Page 1 of 9 Pages
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This Tender Offer Statement on Schedule 13E-3 (this "Schedule 13E-3")
relates to a tender offer by New AAP Limited, a Bermuda corporation
("Purchaser"), to purchase all the outstanding shares of the Common Stock of
Amway Asia Pacific Ltd., a Bermuda corporation (the "Company"), par value $.01
per share (the "Common Stock" or "Shares"), that are beneficially owned by the
shareholders of the Company. The Offer is being made pursuant to the Tender
Offer and Amalgamation Agreement (the "Amalgamation Agreement"), dated November
15, 1999, among the Company, Purchaser and Apple Hold Co., L.P., a limited
partnership organized under the laws of Bermuda ("Hold Co."). Hold Co. is the
parent of Purchaser and an entity controlled and beneficially owned, directly
and indirectly, by the principal shareholders of the Company, along with certain
corporations, trusts, foundations and other entities established by or for the
benefit of the principal shareholders and their respective families. The
Amalgamation Agreement provides for, among other things, Purchaser to first
conduct the Offer and then for the Company and Purchaser to amalgamate, with the
Company as the surviving company. The purchase price for each share of Common
Stock will be $18.00 in cash (the "Purchase Price"). There will be deducted from
the Purchase Price paid to each holder any U.S. backup or other applicable
withholding taxes which may be required to be withheld. The Offer is for all
Shares of the Company or any lesser number of Shares tendered and not withdrawn.
The Offer will expire, unless extended, at 12:00 midnight, New York City time,
on December 17, 1999. The Offer is being made upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated November 18, 1999 (the
"Offer to Purchase"), and in a related Letter of Transmittal (the "Letter of
Transmittal," which, together with the Offer to Purchase, constitutes the
Offer). Copies of the Offer to Purchase and the related Letter of Transmittal
are filed as Exhibits (d)(1) and (d)(2), respectively, hereto.
The following Cross Reference Sheet, prepared pursuant to General
Instruction F to Schedule 13E-3, shows the location in the Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1"), filed by Purchaser with the
Securities and Exchange Commission (the "Commission") on the date hereof, of the
information required to be included in this Schedule 13E-3. The information set
forth in the Schedule 14D-1, including all exhibits thereto, is hereby expressly
incorporated herein by reference as set forth in the Cross Reference Sheet and
the responses in this Schedule 13E-3, and such responses are qualified in their
entirety by reference to the information contained in the Offer to Purchase and
the Schedules and Annexes thereto.
2
<PAGE> 3
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 WHERE IN SCHEDULE 14D-1
---------------------- -----------------------
<S> <C>
Item 1(a) - (c)............................................. Item 1 (a) - (c)
Item 1(d)................................................... *
Item 1(e)................................................... **
Item 1(f)................................................... **
Item 2...................................................... Item 2
Item 3...................................................... Item 3
Item 4(a)................................................... *
Item 4(b)................................................... *
Item 5(a) - (f)............................................. Item 5
Item 5(g)................................................... *
Item 6(a)................................................... Item 4(a) - (b)
Item 6(b)................................................... *
Item 6(c)................................................... Item 4(a) - (b)
Item 6(d)................................................... **
Item 7(a)................................................... Item 5
Item 7(b) - (d)............................................. *
Item 8...................................................... *
Item 9...................................................... *
Item 10(a) - (b)............................................ Item 6
Item 11..................................................... Item 7
Item 12..................................................... *
Item 13(a).................................................. *
Item 13(b) - (c)............................................ **
Item 14(a) - (b)............................................ *
Item 15(a).................................................. **
Item 15(b).................................................. Item 8
Item 16..................................................... Item 10(f)
Item 17..................................................... Item 11
</TABLE>
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* The Item is located in the Schedule 13E-3 only.
** The Item is inapplicable or the answer thereto is in the negative.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) - (c) The response to Item 1(a) - (c) of the Schedule 14D-1 is
incorporated herein by reference.
(d) The information set forth in "The Offer -- Market Information;
Dividends and Dividend Policy" in the Offer to Purchase is incorporated herein
by reference.
(e) - (f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (g) This statement is being filed by Purchaser. The response to Item
2 of the Schedule 14D-1 is incorporated herein by reference.
3
<PAGE> 4
ITEM 3. PAST CONTACTS, TRANSACTIONS, OR NEGOTIATIONS.
(a) - (b) The response to Item 3 of the Schedule 14D-1 is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth on the cover page of the Offer to Purchase
and in "Introduction," "The Offer -- Number of Shares; Expiration and Extension
of Offer," "The Offer -- Procedure for Tendering Shares," "The
Offer -- Withdrawal Rights," "The Offer -- Acceptance for Payment of Shares and
Payment of Purchase Price," "The Offer -- Market Information; Dividends and
Dividend Policy," "The Offer -- Certain Legal Matters; Regulatory Approvals,"
"The Offer -- Extension of Offer; Termination; Amendments," "The Offer -- Fees
and Expenses" and "The Offer -- Miscellaneous" in the Offer to Purchase is
incorporated herein by reference.
(b) Not applicable.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) - (e) The response to Item 5(a) - (e) of the Schedule 14D-1 is
incorporated herein by reference.
(f) The response to Item 5(g) of the Schedule 14D-1 is incorporated herein
by reference.
(g) Not applicable.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) The response to Item 4(a) - (b) of the Schedule 14D-1 is incorporated
herein by reference.
(b) The information set forth in "The Offer -- Fees and Expenses" in the
Offer to Purchase is incorporated herein by reference.
(c) The response to Item 4(a) - (b) of the Schedule 14D-1 is incorporated
herein by reference.
(d) Not applicable.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) The response to Item 5 of the Schedule 14D-1 is incorporated herein by
reference.
(b) The information set forth in "Special Factors -- Background of the
Offer; Recommendation of the Special Committee and the Disinterested Directors;
Reasons for the Recommendation; Opinion of Financial Advisor to the Special
Committee," in the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in "Introduction," "Special
Factors -- Background of the Offer; Recommendation of the Special Committee and
the Disinterested Directors; Reasons for the Recommendation; Opinion of
Financial Advisor to the Special Committee," "Special Factors -- The Offer;
Amalgamation and Related Transactions; Amalgamation Agreement," and "Special
Factors -- Purpose of the Offer and Amalgamation; Other Transactions" in the
Offer to Purchase is incorporated herein by reference.
(d) The information set forth in "The Offer -- Certain Effects of the
Offer" and "The Offer -- U.S. Federal Income Tax Consequences" in the Offer to
Purchase is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) - (e) The information set forth in "Introduction," "Special
Factors -- Background of the Offer; Recommendation of the Special Committee and
the Disinterested Directors; Reasons for the Recommendation; Opinion of
Financial Advisor to the Special Committee," and "The Offer -- Position of
Purchaser Regarding Fairness of the Offer" in the Offer to Purchase is
incorporated herein by reference.
(f) Not applicable.
4
<PAGE> 5
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) - (c) The information set forth in "Special Factors -- Background of
the Offer; Recommendation of the Special Committee and the Disinterested
Directors; Reasons for the Recommendation; Opinion of Financial Advisor to the
Special Committee" "The Offer -- Opinion of the Financial Advisor" and in
Schedule II to the Offer to Purchase is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) The response to Item 6 of the Schedule 14D-1 is incorporated
herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The response to Item 7 and Item 10 of the Schedule 14D-1 is incorporated
herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) The information set forth in "Introduction" and "The Offer -- Interests
of Certain Persons" in the Offer to Purchase is incorporated herein by
reference.
(b) The information set forth in "Introduction" and "Special
Factors -- Background of the Offer; Recommendation of the Special Committee and
the Disinterested Directors; Reasons for the Recommendation; Opinion of
Financial Advisor to the Special Committee" in the Offer to Purchase is
incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) - (c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "The Offer -- Certain Information
Regarding AAP" and Schedule III to the Offer to Purchase is incorporated herein
by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) Not applicable.
(b) The response to Item 8 of the Schedule 14D-1 is incorporated herein by
reference.
ITEM 16. ADDITIONAL INFORMATION.
The response to Item 10(f) of the Schedule 14D-1 is incorporated herein by
reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C> <C>
(a) (1) Form of Senior Bank Financing Commitment Letter, among
Purchaser, Hold Co., ALAP Hold Co., Ltd., N.A.J. Co., Ltd.,
Amway Corporation and Morgan Guaranty Trust Company of New
York, Tokyo Branch, dated November 15, 1999 (incorporated
herein by reference to Exhibit (b)(1) of the Schedule 14D-1
of New AAP Limited filed with the Commission on November 18,
1999 (the "Schedule 14D-1")).
(2) Form of Term Sheet Regarding the Credit Facility
(incorporated herein by reference to Exhibit (b)(2) of the
Schedule 14D-1).
(b) Form of Fairness Opinion of Goldman, Sachs & Co., dated
November 15, 1999.
</TABLE>
5
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<TABLE>
<S> <C> <C>
(c) (1) Form of Tender Offer and Amalgamation Agreement, dated
November 15, 1999 among the Company, Purchaser and Hold Co.
(incorporated herein by reference to Exhibit (c)(1) of the
Schedule 14D-1).
(2) Form of Shareholder and Voting Agreement, by and among
Purchaser, Hold Co. and Certain Shareholders of the Company,
dated as of November 15, 1999 (incorporated herein by
reference to Exhibit (c)(2) of the Schedule 14D-1).
(d) (1) Form of Offer to Purchase, dated November 18, 1999
(incorporated herein by reference to Exhibit (a)(1) of the
Schedule 14D-1).
(2) Form of Letter of Transmittal (incorporated herein by
reference to Exhibit (a)(2) of the Schedule 14D-1).
(3) Form of Notice of Guaranteed Delivery (incorporated herein
by reference to Exhibit (a)(3) of the Schedule 14D-1).
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated herein by
reference to Exhibit (a)(4) of the Schedule 14D-1).
(5) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(incorporated herein by reference to Exhibit (a)(5) of the
Schedule 14D-1).
(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (incorporated
herein by reference to Exhibit (a)(6) of the Schedule
14D-1).
(7) Form of Letter to the Company's Holders of Common Stock
(incorporated herein by reference to Exhibit (a)(7) of the
Schedule 14D-1).
(8) Form of Press Release "Amway Asia Pacific's Principal
Shareholders to Commence Tender Offer for Outstanding Public
Shares" issued by the Company and the Principal Shareholders
on November 15, 1999 (incorporated herein by reference to
Exhibit (a)(8) of the Schedule 14D-1).
(9) Form of Communications to Amway Distributors, dated November
15, 1999 (incorporated herein by reference to Exhibit (a)(9)
of the Schedule 14D-1).
(10) Form of Tender Offer Announcement to Amway Management and
Employees, dated November 15, 1999 (incorporated herein by
reference to Exhibit (a)(10) of the Schedule 14D-1).
(11) Form of Press Release "Amway Asia Pacific's Principal
Shareholders Commence Tender Offer For Outstanding Public
Shares" issued by the Company and the Public Shareholders on
November 18, 1999 (incorporated herein by reference to
Exhibit (a)(11) of the Schedule 14D-1).
(12) Form of Summary Advertisement published on November 18, 1999
(incorporated herein by reference to Exhibit (a)(12) of the
Schedule 14D-1).
(13) Form of Trustee Direction Form from the 401(k) Trustee
(incorporated herein by reference to Exhibit (a)(13) of the
Schedule 14D-1).
(14) Form of Letter to Participants of the 401(k) Plan
(incorporated herein by reference to Exhibit (a)(14) of the
Schedule 14D-1).
(e) Not applicable.
(f) Not applicable.
(g) Consent of KPMG LLP (incorporated herein by reference to
Exhibit (g) of the Schedule 14D-1).
(h) Power of Attorney for Purchaser (incorporated herein by
reference to Exhibit (h) of the Schedule 14D-1).
</TABLE>
6
<PAGE> 7
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 18, 1999 NEW AAP LIMITED
By: /s/ CRAIG N. MEURLIN
------------------------------------
Name: Craig N. Meurlin
Title: Vice President, Assistant
Secretary
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C> <C>
(a) (1) Form of Senior Bank Financing Commitment Letter, among
Purchaser, Hold Co., ALAP Hold Co., Ltd., N.A.J. Co., Ltd.,
Amway Corporation and Morgan Guaranty Trust Company of New
York, Tokyo Branch, dated November 15, 1999 (incorporated
herein by reference to Exhibit (b)(1) of the Schedule 14D-1
of New AAP Limited filed with the Commission on November 18,
1999 (the "Schedule 14D-1")).
(2) Form of Term Sheet Regarding the Credit Facility
(incorporated herein by reference to Exhibit (b)(2) of the
Schedule 14D-1).
(b) Form of Fairness Opinion of Goldman, Sachs & Co., dated
November 15, 1999.
(c) (1) Form of Tender Offer and Amalgamation Agreement, dated
November 15, 1999 among the Company, Purchaser and Hold Co.
(incorporated herein by reference to Exhibit (c)(1) of the
Schedule 14D-1).
(2) Form of Shareholder and Voting Agreement, by and among
Purchaser, Hold Co. and Certain Shareholders of the Company,
dated as of November 15, 1999 (incorporated herein by
reference to Exhibit (c)(2) of the Schedule 14D-1).
(d) (1) Form of Offer to Purchase, dated November 18, 1999
(incorporated herein by reference to Exhibit (a)(1) of the
Schedule 14D-1).
(2) Form of Letter of Transmittal (incorporated herein by
reference to Exhibit (a)(2) of the Schedule 14D-1).
(3) Form of Notice of Guaranteed Delivery (incorporated herein
by reference to Exhibit (a)(3) of the Schedule 14D-1).
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated herein by
reference to Exhibit (a)(4) of the Schedule 14D-1).
(5) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(incorporated herein by reference to Exhibit (a)(5) of the
Schedule 14D-1).
(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (incorporated
herein by reference to Exhibit (a)(6) of the Schedule
14D-1).
(7) Form of Letter to the Company's Holders of Common Stock
(incorporated herein by reference to Exhibit (a)(7) of the
Schedule 14D-1).
(8) Form of Press Release "Amway Asia Pacific's Principal
Shareholders to Commence Tender Offer for Outstanding Public
Shares" issued by the Company and the Principal Shareholders
on November 15, 1999 (incorporated herein by reference to
Exhibit (a)(8) of the Schedule 14D-1).
(9) Form of Communications to Amway Distributors, dated November
15, 1999 (incorporated herein by reference to Exhibit (a)(9)
of the Schedule 14D-1).
(10) Form of Tender Offer Announcement to Amway Management and
Employees, dated November 15, 1999 (incorporated herein by
reference to Exhibit (a)(10) of the Schedule 14D-1).
(11) Form of Press Release "Amway Asia Pacific's Principal
Shareholders Commence Tender Offer For Outstanding Public
Shares" issued by the Company and the Public Shareholders on
November 18, 1999 (incorporated herein by reference to
Exhibit (a)(11) of the Schedule 14D-1).
(12) Form of Summary Advertisement published on November 18, 1999
(incorporated herein by reference to Exhibit (a)(12) of the
Schedule 14D-1).
</TABLE>
8
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<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C> <C>
(13) Form of Trustee Direction Form from the 401(k) Trustee
(incorporated herein by reference to Exhibit (a)(13) of the
Schedule 14D-1).
(14) Form of Letter to Participants of the 401(k) Plan
(incorporated herein by reference to Exhibit (a)(14) of the
Schedule 14D-1).
(e) Not applicable.
(f) Not applicable.
(g) Consent of KPMG LLP (incorporated herein by reference to
Exhibit (g) of the Schedule 14D-1).
(h) Power of Attorney for Purchaser (incorporated herein by
reference to Exhibit (h) of the Schedule 14D-1).
</TABLE>
9
<PAGE> 1
Exhibit (b)
Goldman, Sachs & Co. | 85 Broad Street | New York, New York 10004
Tel: 212-902-1000
GOLDMAN SACHS LOGO
FAIRNESS OPINION OF THE AAP FINANCIAL ADVISOR
PERSONAL AND CONFIDENTIAL
November 15, 1999
Special Committee of the Board of Directors
Amway Asia Pacific, Ltd.
38/F, The Lee Gardens
33 Hysan Avenue
Causeway Bay, Hong Kong
Gentlemen:
You have requested our opinion as to the fairness from a financial point of
view to the holders (other than the Controlling Shareholders (as defined below))
of the outstanding shares of Common Stock, par value US$.01 per share (the
"Shares"), of Amway Asia Pacific, Ltd. (the "Company") of the US$18.00 per Share
in cash (the "Acquisition Price") to be received by such holders in the Tender
Offer and the Amalgamation or the Compulsory Acquisition (each as defined below)
pursuant to the Tender Offer and Amalgamation Agreement, dated as of November
15, 1999, among Apple Hold Co., L.P. ("Hold Co."), New AAP Limited ("Buyer") and
the Company (the "Agreement"). The Agreement provides for a tender offer (the
"Tender Offer") for all of the Shares, other than Shares owned by the DeVos and
Van Andel families and their affiliates (the "Controlling Shareholders"),
pursuant to which Buyer will pay the Acquisition Price for each Share accepted.
Buyer is an entity controlled and beneficially owned directly and indirectly by
the Controlling Shareholders of the Company, who currently beneficially own
84.9% of the Shares in the aggregate. The Agreement further provides that
following completion of the Tender Offer, the Company will be amalgamated with
Buyer, with the Company continuing as the amalgamated company (the
"Amalgamation"), and each outstanding Share (other than Shares already owned by
Hold Co. or the Controlling Shareholders) will be converted into the right to
receive the Acquisition Price. The Agreement also provides, however, that if
following Buyer's purchase of Shares pursuant to the Tender Offer Buyer has
purchased in the Tender Offer and/or owns a sufficient number of Shares
compulsorily to acquire the remaining outstanding Shares from the remaining
public holders of Shares pursuant to the Bermuda Companies Act of 1981, as
amended (the "Act"), the Company and Buyer may not consummate the Amalgamation
and instead Buyer will purchase the remaining outstanding Shares from the
remaining public holders of Shares pursuant to the Act for the Acquisition Price
(the "Compulsory Acquisition").
Goldman, Sachs & Co., as part of its investment banking business, is
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings, competitive
biddings, secondary distributions of listed and unlisted securities, private
placements and valuations for estate, corporate and other purposes. We are
familiar with the Company having acted as financial advisor to the Special
Committee of the Board of Directors in connection with, and having participated
in certain of the negotiations leading to, the Agreement. Goldman, Sachs & Co.
also provides a full range of financial advisory and securities services and, in
the course of its normal trading activities, may from time to time effect
transactions and hold securities, including derivative securities, of the
Company for its own account and for the accounts of customers.
In connection with this opinion, we have reviewed, among other things, the
Agreement; Annual Reports to Stockholders and Annual Reports on Form 20-F of the
Company for the five fiscal years ended August 31, 1998; certain interim reports
to stockholders and Quarterly Reports on Form 6-K of the Company; certain
<PAGE> 2
Special Committee of the Board of Directors
Amway Asia Pacific, Ltd.
November 15, 1999
Page Two
other communications from the Company to its stockholders; and certain internal
financial analyses and forecasts for the Company prepared by its management. We
also have held discussions with members of the senior management of the Company
regarding its past and current business operations, financial condition and
future prospects. In addition, we have reviewed the reported price and trading
activity for the Shares, compared certain financial and stock market information
for the Company with similar information for certain other companies the
securities of which are publicly traded, reviewed the financial terms of certain
recent business combinations and performed such other studies and analyses as we
considered appropriate.
We have relied upon the accuracy and completeness of all of the financial
and other information reviewed by us and have assumed such accuracy and
completeness for purposes of rendering this opinion. In that regard, we have
assumed with your consent that the internal financial forecasts prepared by the
management of the Company have been reasonably prepared on a basis reflecting
the best currently available estimates and judgments of the Company. In
addition, we have not made an independent evaluation or appraisal of the assets
and liabilities of the Company or any of its subsidiaries and we have not been
furnished with any such evaluation or appraisal. We note that the Controlling
Shareholders own a majority of the Shares, and that the Controlling Shareholders
have represented to Goldman Sachs and the Special Committee of the Board of
Directors of the Company that the Controlling Shareholders will not sell their
Shares to any third party. Accordingly, we were not requested to solicit, and
did not solicit, interest from other parties with respect to an acquisition of
or other business combination with the Company. Our advisory services and the
opinion expressed herein are provided for the information and assistance of the
Special Committee of the Board of Directors of the Company in connection with
its consideration of the transactions contemplated by the Agreement and such
opinion does not constitute a recommendation as to whether or not any holder of
Shares should tender such Shares in connection with such transaction or should
vote in respect of the Amalgamation.
Based upon and subject to the foregoing and based upon such other matters
as we consider relevant, it is our opinion that as of the date hereof the
US$18.00 per Share in cash to be received by the holders of Shares (other than
the Controlling Shareholders) in the Tender Offer and the Amalgamation or the
Compulsory Acquisition is fair from a financial point of view to such holders.
Very truly yours,
/s/ Goldman, Sachs & Co.
GOLDMAN, SACHS & CO.
