Memorandum
To
O u r
F r i e n d s
a n d
C l i e n t s
Presenting Banks in French Tender Offers
This memorandum summarizes the current laws and regulations
applicable to presenting banks in offers to acquire public companies listed
in France. Section I describes the functions and liabilities of a presenting
bank. Section II contains a timetable for a public tender offer as it pertains
to presenting banks.
I.
ROLE AND LIABILITY OF PRESENTING BANKS
A. Role of Presenting Banks
In France, public tenders offers for shares of listed companies are
regulated by the Autorité des Marchés Financiers (the "AMF").1
Pursuant to Article 231-14 of the AMF General Regulations (the
"General Regulations"), a public offer must be made through at least
one presenting bank ("établissement présentateur"). The number of
presenting banks that may be involved in an offer is not limited by the
General Regulations; typically, one to eight banks participate in an
offer.
1
Public offers may be for cash (an offre publique d'achat), shares or other noncash consideration (an offre publique d'échange) or a combination of the two (an
offre publique mixte). Procedures to acquire shares of public companies where
the offeror already owns control or to squeeze out minority shareholders are not
discussed in this memorandum.
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The primary role of the presenting bank is to guarantee the obligations of the
offeror pursuant to the offer. The presenting bank also prepares the tender
offer documents and the offering prospectus (note d'information) presented
to the AMF and acts as an intermediary between the offeror and the AMF
throughout the offering process.
From a legal perspective, the presenting bank is the agent of the offeror visà-vis the stock exchange authorities. This relationship is typically formalized
by an engagement letter specifically setting out the presenting bank's role
and liability.
B.
Authorization to Act as a Presenting Bank
Pursuant to Article 231-14 of the General Regulations, a presenting bank
must be an investment services provider authorized in France to engage in
firm price underwritings of securities offered to the public. This authorization
is based on a number of criteria, including compliance with certain minimum
capital rules and capital adequacy ratios. A list of authorized presenting
banks is published every year in the Journal Officiel by the Comité des
Etablissements de Crédit et des Entreprises d'Investissement.
C.
Presenting Bank Guarantee
A public offer becomes irrevocable upon the filing with the AMF of the
offering documents,2 and remains irrevocable throughout the offering
period. An offeror cannot withdraw its offer prior to the closing date unless a
counteroffer is made or the target company takes certain defensive
measures in response to the offer (e.g., selling material assets or issuing
additional securities to third parties). If the target takes defensive measures,
the offeror must obtain the approval of the AMF in order to withdraw its
offer.
The tender offer documents do not become officially active until they are
approved by the AMF, but the offer becomes irrevocable when the proposed
offering documents are filed.
2
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Pursuant to Article 231-14 of the General Regulations, the presenting bank
guarantees the offeror’s undertakings with respect to the offer. The terms of
this guarantee are set forth in a letter executed by at least one of the
presenting banks and delivered to the AMF at the time the tender offer
documents are filed. The presenting bank's guarantee is subject to the
conditions of the offer itself, which are limited under French law to (i) receipt
of certain regulatory approvals, including antitrust clearance;3 (ii) acquisition
of a specified minimum number of shares, voting rights or percentage of the
target's capital; and (iii) satisfaction of the conditions of any other tender
offer launched simultaneously by the same bidder.4
In a cash offer, if the offeror fails to pay for the shares tendered pursuant to
the offer, the presenting bank becomes obligated to purchase the shares. A
presenting bank's guarantee also extends to deferred payments to the target
company's shareholders pursuant to a bond, a certificat de valeur garantie, a
warrant or similar security. In the case of an exchange offer for shares or
other securities, the presenting bank could be held liable for financial
damages if the offeror fails to issue the securities offered.
To date, no presenting bank guarantee has ever been called.5 The extent of a
presenting bank's liability under the guarantee therefore remains uncertain
under French law. Some French doctrinal authors believe that the presenting
bank's guarantee is analogous to a contrat de cautionnement, a form of
guarantee in which claimants must first pursue a claim against the original
obligor prior to seeking relief from the guarantor. By this view, if the offeror
Article 231-12 of the General Regulations.
Pursuant to Article 231-11 of the General Regulations, "In the event that a single
offeror files offers for different target companies, the offeror may condition its
decision to proceed with one of these offers upon achievement of the threshold
for purchase of shares or voting rights is stipulated in the other offer or offers.
During the offer period, the offeror may waive this condition, including in the
event that a competing offer is made for one of the target companies."
5
On September 11, 1978, the Commercial Court of Paris dismissed an action
brought by a minority shareholder of Société Française des Supermarchés against
Crédit Commercial de France, the presenting bank for an offer made by Société
des Docks Rénois (D. 1979, IR. 364, note Mr. Vasseur). The court found that
under the previous 1970 regime, applicable at that time, the liability of a
presenting bank was limited to a guarantee of the solvency of the offeror, and did
not extend to the content of the note d'information, which was at issue in that
case.
3
4
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were to default, the tendering shareholders would be required to first claim
damages from the offeror before requesting payment from the presenting
bank.
Other doctrinal authors believe that the presenting bank's guarantee is
autonomous and independent from the obligations of the offeror. Were this
to be the case, the presenting bank would be directly liable to tendering
shareholders, and no prior action against the offeror would be required. A
French court could also view the presenting bank's guarantee as sui generis
under French law.
Because of the uncertainty regarding ownership of tendered shares in the
event that the offeror defaults and the presenting bank is obligated to pay for
them, we consider it appropriate to ask the offeror to provide a letter of
credit, a pledge of acquired shares, or other collateral to secure the
presenting bank's guarantee obligations. However, offerors generally resist
giving any form of collateral other than a pledge over the shares to be
acquired.
Where more than one presenting bank is involved in an offer, all such banks
are jointly liable for the obligations under the guarantee, although in the past
the AMF has accepted that the guarantee liability be borne in its entirety by
only one of the presenting banks in a presenting group. It is common
practice for the participating banks to enter into a contribution agreement in
order to apportion the potential liability.
D.
Prospectus Liability
Pursuant to Article 231-20 of the General Regulations, the tender offer
documents must include a statement by the presenting banks certifying "the
accuracy of the information relating to the presentation of the offer and to
the evaluation elements of the proposed price or exchange ratio."
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The term "information relating to the presentation of the offer" is not directly
defined by Article 231-20.6 Based on the previous regulations,7 this term
should be interpreted broadly and should include the following information:
- the number of securities sought to be purchased and, in the case of an
alternative public offer or in the case of a principal offer with a
subsidiary option, the number of securities sought in the cash portion of
the tender offer and the number of securities sought in the exchange
offer;
- the nature of the securities sought;
- the date of the transfer of title to the securities;
- the indicative calendar for the offer;
- in the case of a share exchange offer, the date of negotiability of the
securities provided in exchange ("règlement-livraison") and the date
anticipated for their admission to quotation, or in the case of a cash
offer, the date of payment for the securities;
- the mechanisms for carrying out the offer; and
- the tax regime for the offer, distinguishing between the French regime
applicable to individuals domiciled in France, legal persons subject to
corporate tax in France, non-residents, and holders of purchase options
or subscription options reserved for employees or corporate officers in
the context of the offer.
6
Article 231-20 provides, among other requirements, that the note d'information
must include the following information: (i) the identity of the offeror and a
description thereof; (ii) accounting and financial information of the offeror; (iii)
the offeror's intentions for at least the following twelve months, with respect to its
labor, financial and industrial policies and with respect to the listing of the
securities of the target company; (iv) the nature of the offer, including (a) the
price or the exchange ratio and the manner in which determined, (b) the number
of shares that the offeror undertakes to acquire, (c) the number of shares
tendered in the offer below which the offeror will revoke the offer, (d) the number
and type of shares, if any, already held by the offeror in the target company, and
(e) the terms and conditions of the funding of the tender offer and its impact on
the assets, business and results of the companies concerned by the offer; (v) the
agreements relating to the offer to which the offeror is a party or of which it is
aware and information concerning the persons acting in concert with the offeror;
and (vi) if need be, the reasoned opinion of the board of the offeror on the interest
of the tender offer or its consequences for the offeror, its shareholders and its
employees and the conditions under which the reasoned opinion was adopted,
dissenting members being named and their position indicated. The offeror also
indicates its intent in terms of employment in the target company.
7
Commission d’opérations de bourse, Instruction of May 2002, applying
Regulation No. 2002-04, as amended.
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The required description of the price evaluation elements involves a detailed
explanation of the proposed price or exchange ratio, including any implied
premiums or discounts, using at least three standard valuation methods,
e.g., market price, dividend history, net profits per share, net assets per
share, and market comparisons.
The legal nature of the presenting bank’s guarantee as regards the contents
of the tender offer documents has not yet been clarified by case law or by
the AMF. Presenting banks would certainly face liability for negligence, but
would not be likely to be held strictly liable for errors or misstatements in the
tender offer documents.8 A plaintiff shareholder would be required to prove
that the presenting bank did not undertake requisite due diligence.
E.
Impact on Banking Ratios
Under regulations promulgated by the Comité de la Réglementation bancaire
et financière, the guarantee provided by a presenting bank is taken into
account at the following rates in determining its impact on the presenting
bank's solvency and "substantial risk" ratios: 20% for a cash tender offer,
0% for an exchange offer for shares, and 50% for the cash portion (soulte)
of a mixed tender offer. With respect to the presenting bank's liquidity ratio,
5% of the guaranteed amount is typically taken into account.
In practice, prospective presenting banks negotiate with the French banking
authorities in advance to determine the impact of the guarantee on their
banking ratios, both as to the maximum amount of exposure (taking into
account the entire amount of the guarantee, or only a proportion as
determined by the division of liability between the different banks) and the
percentage of such amount to be included in the above ratios. Noncompliance by a presenting bank with obligatory ratios can result in
sanctions by the Commission bancaire or the AMF, ranging from a simple
reprimand to withdrawal of the presenting bank's banking license.
8
The debate during the public consultation relating to reform of the tender offer
regulations in 2002 focused on the necessity of imposing an obligation of due
diligence on the presenting banks. The General Regulations remain silent on this
point. In contrast, pursuant to Article 212-4-3 of the General Regulations, the
AMF has reserved due diligence requirements for investment services providers
who participate in a market transaction, including an initial listing or a public
offering.
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In offers where there is more than one presenting bank, a contribution
agreement entered into by all the banks is useful to convince the banking
authorities that the total amount of the guarantee should be apportioned
among the different banks for purposes of determining each bank's
adequacy and liquidity ratios.
F.
Trading Restrictions and Reporting Requirements
Prior to the filing of a public offer, trading by a presenting bank in securities
of the offeror or the target company, whether for its own account or for the
account of its clients, is subject to compliance with Chinese-wall procedures.
A presenting bank may only carry out transactions in the shares of an issuer
which it is assisting with an offer if such operations (i) are performed in the
ordinary course of business; (ii) do not involve the use of nonpublic
information, and (iii) are carried out by personnel having different means,
objectives and responsibilities than the personnel involved in the public
offer.
Pursuant to Article 321-99 of the General Regulations, the offeror’s contact
person at the presenting bank must notify the bank's déontologue (ethics
officer) once they consider an offer to be sufficiently likely to occur that a
potential conflict of interest may arise or a misuse of nonpublic information
may occur. The déontologue is required to fulfill certain supervisory and
record-keeping obligations in order to ensure that such conflict or misuse is
avoided, and to permit the AMF to monitor the trades made by the
presenting bank in the securities concerned.
Once the offer is filed, a presenting bank can continue to make trades for
clients (other than the offeror), subject to continued compliance with
Chinese-wall procedures. With respect to trades for its own account, a
presenting bank must comply with the same trading restrictions as those
applicable to the offeror. In a share exchange offer, a presenting bank may
not trade in the shares of the target company or the shares to be exchanged
for the target company's shares. In a cash offer, the presenting bank is free
to acquire shares of the target company, unless the offeror has reserved the
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right to abandon the offer if a stipulated threshold of share ownership is not
achieved through the offer. If the presenting bank purchases shares on the
market at a price above the tender offer price, the offering price is
automatically increased to the higher of (i) 102% of the offer price, or (ii) the
price of the shares purchased by the bank.
Following the filing of the public offer, a presenting bank may conduct trades
for its own account that would normally be subject to the restrictions
discussed above. However, such transactions are only permissible in the
cases of: (i) arbitrage; (ii) market-making; and (iii) covering existing
positions in the securities concerned. Arbitrage for purposes of this
exception includes transactions which take advantage of price discrepancies
in different markets or arising as a result of time differences, and does not
include risk arbitrage. The presenting bank may also engage in covering
transactions on behalf of the offeror with respect to risks arising from the
offeror's obligations to deliver deferred consideration to the target
company's shareholders pursuant to a certificat de valeur garantie or similar
security.
During the offer, each presenting bank must report to the AMF, at the end of
each day’s trading session, all purchases and sales which it has carried out
with respect to shares of either the offeror or the target company. Pursuant
to Article 232-32 of the General Regulations, this information is not made
available to the public.
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II.
TIMETABLES AND SETTLEMENT PROCEDURES
The following is a timetable for a non-consensual or "hostile" public offer,
along with a brief overview of the settlement and delivery procedures
performed in connection with the closing of a cash tender offer.9
Timetable for a Contested Tender Offer in France
Statutory
Provisions
No.
Activity
Day
1
The bidder's
presenting bank
submits to the AMF a
draft report
(communiqué)
summarizing the
principal terms of the
offer.
D–1
GRAMF Art. 23135
2
The bidder publishes
the communiqué in
at least one financial
daily with national
circulation.
D
GRAMF Art. 23117
3
The bidder's
presenting bank
submits the offer and
the tender offer
documents (note
d'information) to the
AMF.
D
GRAMF Art. 23114 and 231-18
4
The bidder's
presenting bank
submits the draft
tender offer
document (project de
note d'information)
to the target.
D
GRAMF Art. 23118
Comments
9
For more detailed timetables for both friendly and hostile tender offers, please
see “Timetables for the Performance of Tender Offers in France (Updated),” dated
March
4,
2005,
posted
on
the
Fried,
Frank
website
at
www.ffhsj.com/cmemos/050304_timetables_tenderoffers_france.pdf
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No.
Activity
Day
5
The AMF publishes a
notice specifying the
main terms of the
offer (avis de dépôt).
D
The AMF requests
Euronext to suspend
trading of the target's
shares and, if
appropriate, the
bidder's shares.
Statutory
Provisions
GRAMF Art. 23115
GRAMF Art. 23116
Comments
The publication of the
avis de depot marks the
beginning of the
"offering period"
(période d'offre), which
ends when the results of
the offer are published
(avis de résultat).
Starting on D-day, the
bidder, target and their
bankers are bound by
restrictions concerning
management of the
target and share trades.
6
Euronext suspends
trading of the target's
shares and, if
appropriate, the
bidder's shares.
D
Euronext Reg. Art.
P. 2.4.1
The AMF or the target
may request Euronext to
suspend trading of the
target's shares.
7
Where notification is
required under
antitrust law, the
bidder notifies the
Ministry of the
Economy of the
proposed
transaction.
D
Commercial Code
Art. 430-3
If the transaction is
subject to the antitrust
jurisdiction of the
European Commission,
the bidder must notify
the Commission.
8
The target convenes
its shop committee
to inform it of the
offer.
D
Labor Code Art. L.
432-1 para. 4
The shop committee
may summon the bidder
to the meeting; declare
the offer friendly or
hostile; and appoint an
external accountant.
9
The target submits to
the AMF a draft of a
report of the board of
directors (or
supervisory board)
concerning the
merits of the offer
and its consequences
for the target,
shareholders and
D+1
GRAMF Art. 23135 and Art. 23119
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No.
Activity
Day
Statutory
Provisions
Comments
employees.
10
The target publishes
a report of the board
of directors (or
supervisory board)
concerning the
merits of the offer
and its consequences
for the target,
shareholders and
employees.
D+1
GRAMF Art. 23119
11
The bidder informs
and consults with its
shop committee
concerning the offer.
D+2
Labor Code Art. L.
431-5 and L. 4321 ter
12
The AMF publishes
its decision on
admissibility of the
offer (décision de
recevabilité) and,
where applicable,
sets a date for the
resumption of
trading of the target's
and/or the bidder's
shares (e.g., D+ 6).
D+5
GRAMF Art. 23122 and 231-24
The AMF issues a
visa authorizing
publication of the
bidder's tender offer
statement.
D+5
13
The 5-day review period
is postponed until the
submission is complete.
The bidder's
presenting bank
submits the tender
offer statement to the
target.
GRAMF Art. 23122 and 231-25
GRAMF Art. 23134 (2°)
The AMF posts the
bidder's tender offer
statement on its
Internet site
(www.amffrance.org).
14
The AMF may require
the bidder's presenting
bank to submit
additional information,
explanations or
guarantees.
D+5
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No.
Activity
Day
Statutory
Provisions
Comments
15
Euronext resumes
trading in shares of
the target and, if
applicable, the
bidder.
D+6
Market practice
16
The bidder's
presenting bank
publishes the tender
offer statement in at
least one financial
daily with national
circulation.
D+7
GRAMF Art. 23134 (2°)(a)
17
The AMF publishes a
notice (avis
d’ouverture)
announcing the
offer’s opening date.
D+7
GRAMF Art. 23130 para. 2
18
The date of
commencement of
the offer.
D+8
GRAMF Art. 23130
During the "open period"
(durée de l'offre), which
ends on the offer's
closing date,
shareholders who wish
to tender their shares
must submit sell orders
to authorized financial
intermediaries. The
closing date is
determined according to
the date of publication
of the recommendation
statement; see line 26.
19
The target submits
the bidder's tender
offer statement to its
shop committee.
D+7+
Labor Code Art. L.
432-1 para. 4 et
seq.
The tender offer
statement must be
submitted to the target's
shop committee within 3
calendar days of
publication.
20
The target submits
its recommendation
D + 10
GRAMF Art. 23128
3
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The bidder's presenting
bank must publish the
tender offer statement
before the opening of
the offer but not before
the AMF's visa and, at
the latest, the second
trading day following the
AMF's visa.
April 1, 2005
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Activity
No.
Day
Statutory
Provisions
Comments
statement to the
AMF.10
21
The AMF issues a
visa authorizing
publication of the
target's
recommendation
statement.
D + 13
GRAMF Art. 23128 para. 2 and
231-34 (3°)
The AMF posts the
target's
recommendation
statement on its
Internet site
(www.amffrance.org).
The AMF may require
the target to submit
additional information,
explanations or
guarantees. The 3-day
review period is
postponed until
submission.
22
The target submits
the recommendation
statement to the
bidder.
D + 13
GRAMF Art. 23134 (3°)
23
Last day to appeal
the admissibility
decision (décision de
recevabilité) of the
AMF.
D+5+
Decree No. 20031109, Nov. 21,
2003, Art. 26 et
The décision de
recevabilité of the AMF
may be appealed no
later than 10 calendar
days after (i) the date of
notification, in the case
of an appeal by a party
to the transaction, or (ii)
the publication date, in
the case of an appeal by
an interested third party,
including a public
authority.
Last day to appeal
the issuance of the
AMF's visa
concerning the
tender offer
statement.
D+5+
Decree No. 20031109, Nov. 21,
2003, Art. 26 et
The visa may be
appealed no later than
10 calendar days after
(i) the date of
notification of the grant,
in the case of an appeal
by a party to the
24
10
seq.
10
seq.
10
Pursuant to article 6, paragraph 1 of COB (Commission des opérations de
bourse) Regulation N° 2002-04, the AMF previously permitted a summary of the
recommendation statement to be published prior to the AMF giving its visa. This
provision has not been transposed into the current GRAMF.
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No.
Activity
Day
Statutory
Provisions
Comments
transaction, or (ii) the
date of publication of
the visa, in the case of
an appeal by an
interested third party,
including a public
authority.
25
The target publishes
its recommendation
statement in at least
one financial daily
with national
circulation.
D + 15
GRAMF Art. 23134 (3°)
The target must publish
its recommendation
statement before the
opening of the offer but
not before the AMF's
visa and at the latest,
the second trading day
following the AMF's
visa.
26
The AMF publishes a
notice (avis de
calendrier)
announcing the
offer's closing date.
D + 15
GRAMF Art. 23130 para. 2
Under GRAMF Art. 23129 and 232-2, the period
between publication of
the target's
recommendation
statement and the
closing date is 25
trading days. Market
practice is to include in
the count both the day
following the date of
publication of the
recommendation
statement and the
closing date; i.e., D + 16
+ 25 => D + 40. The
AMF may extend this
period under GRAMF
Art. 231-32, although
the open period may not
exceed 35 trading days
(GRAMF Art. 232-2)
(i.e., D + 8 + 35 => D +
42).
Euronext Inst. N410 Art. 1
Euronext publishes a
notice (avis de
calendrier)
announcing the
terms and timetable
of the offer.
27
The shop committees
of the target and
bidder are convened
to present their
opinion concerning
the transaction.
D+7+
15
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432-1 para. 5
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The shop committees
must be convened
within 15 calendar days
after publication of the
tender offer statement.
April 1, 2005
14
No.
28
29
Activity
Day
Last day to appeal
the issuance of the
AMF's visa
concerning the
target's
recommendation
statement.
D + 13
Last day for third
parties to file
competing bids.
D + 35
+ 10
Statutory
Provisions
Comments
Decree No. 20031109, Nov. 21,
2003, Art. 26 et
For calculation of this
date, see line number 24
above.
seq.
GRAMF Art. 232-5
GRAMF Art. 232-6
Last day for bidder to
improve its offer.
30
Target shares
acquired by third
parties after this day
may no longer be
tendered.
D + 37
Euronext Inst. N410 Art. 4
31
The closing date of
the offer.
D + 40
GRAMF Art. 232-2
32
The bidder deposits
the tender offer price
with the presenting
bank.
D + 41
Market practice
33
The sellers' market
intermediaries deliver
the tendered shares
to Euronext.
D + 43
Euronext Inst. N410 Art. 5
34
If the offer was made
subject to a
withdrawal threshold,
the AMF publishes a
provisional result
based on the total
number of shares
tendered to Euronext.
D + 45
GRAMF Art. 232-3
The AMF publishes
the results of the
offer (avis de
résultat).
D + 49
35
Market practice
Euronext publishes a
notice announcing
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232-3
Euronext Reg. Art.
P. 2.4.7
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No.
Activity
Day
Statutory
Provisions
Comments
the procedures for
settlement and
delivery of the
tendered shares to
the bidder.
36
Euronext and the
securities depository
of the target convert
all securities to
bearer form.
D + 50
Market practice
37
Euronext instructs
the sellers' market
intermediaries to
register the sale
orders in the official
share registry of the
target.
D + 51
Market practice
38
The sellers' market
intermediaries
execute the sale
orders.
D + 52
Market practice
39
The presenting bank
transfers the tender
offer price to
Euronext.
D + 53
Market practice
40
Euronext delivers the
tendered securities to
a custodian
designated by the
bidder.
D + 53
Market practice
Euronext transfers
the tender offer price
to the bidder's
market intermediary.
41
The bidder's market
intermediary
executes the
purchase order.
D + 53
Market practice
42
The bidder's market
intermediary
transfers the tender
offer price to the
D + 54
Market practice
Fried, Frank, Harris, Shriver & Jacobson LLP
A Delaware Limited Liability Partnership
Client Memorandum
April 1, 2005
16
Activity
No.
Day
Statutory
Provisions
Comments
sellers' market
intermediaries.
43
The sellers' market
intermediaries
transfer the tender
offer price to the
banks managing the
securities accounts
of tendering
shareholders.
D + 55
Market practice
44
The banks allocate
the funds among the
shareholders'
accounts.
D + 56
Market practice
45
If the bidder obtains
two-thirds or more of
the capital and voting
rights in the target, it
may reopen the offer
for a subsequent
period of at least 10
trading days.
D + 59
GRAMF Art. 232-4
Please note that in order to perform step 40 above, the presenting bank or its affiliate
must be authorized to act as a custodian on behalf of its clients. This authorization
(referred to in French as an agrément de teneur de compte conservateur) is distinct
from the authorization required for the firm price underwriting of securities for sale
to the public (prise ferme). Authorized custodians typically have custodial accounts
open at Euroclear France. In order to perform steps 42 and 43, the presenting bank
must also have the formal capacity to wire transfer money to members of Euronext.
A presenting bank not having the additional qualification required to act as a
custodian may designate an authorized custodian to transfer the shares to market
intermediaries as described above.
Paris
Eric Cafritz
+33 (0)1 40 62 22 00
Laurent Assaya
+33 (0)1 40 62 22 00
Fried, Frank, Harris, Shriver & Jacobson LLP
A Delaware Limited Liability Partnership
Client Memorandum
April 1, 2005
17
Fried, Frank, Harris, Shriver & Jacobson LLP
New York
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New York, NY 10004
Tel: 212.859.8000
Fax: 212.859.4000
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Los Angeles
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Los Angeles, CA 90071
Tel: 213.473.2000
Fax: 213.473.2222
Website
www.friedfrank.com
Fried, Frank, Harris, Shriver & Jacobson LLP
A Delaware Limited Liability Partnership
Fried, Frank, Harris,
Shriver &
Jacobson (London) LLP
99 City Road
London EC1Y 1AX,
England
Tel: 44.20.7972.9600
Fax: 44.20.7972.9602
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75007 Paris, France
Tel: 33.140.62.22.00
Fax: 33.140.62.22.29
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60313 Frankfurt am Main,
Germany
Tel: 49.69.133.868.0
Fax: 49.69.133.868.90
Client Memorandum
April 1, 2005
18