Part I:

Definitive agreement: definitive purchase/sale agreement signed between the

seller and the winning bidder
Marketing materials: Teaser and Confidential Information Memorandum(CIM):
p.303
Confidentiality agreement (CA): a legally binding contract between the target and
prospective buyers that govern the sharing of confidential company information.
Standstill agreements: limit the holding of bidder in the target firm, often go with
greenmail (targeted repurchase). Greenmail (targeted repurchase): The target firm buys
its own stock from potential bidder, usually at a substantial premium.

Slide 7: Following execution of the CA, the sell-side advisor is legally able to
distribute the CIM and initial bid procedures letter to a prospective buyer.
Initial bid procedures letter: p.307
Slide 9: Sell-side advisory team prepares the fairness opinion and renders it to the
target’s Board of Directors, focuses on the consideration offered in the transaction
and an objective valuation of the target.
Auction vs. Negotiated sale: Exhibit 6.10 p.326
Part II:
White knight: A company facing a hostile takeover bid seeks a more friendly,
acceptable offer from a white knight.