Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9 Tender-Offer Solicitation/Recommendation Statement 32 169K
2: EX-1 Underwriting Agreement 43 181K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 17 57K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 11 25K
5: EX-4 Instrument Defining the Rights of Security Holders 9 24K
6: EX-5 Opinion re: Legality 3 11K
7: EX-6 Opinion re: Discount on Capital Shares 1 8K
8: EX-7 Opinion of Lazard Freres & Co. LLC 2 13K
9: EX-8 Opinion re: Tax Matters 1 6K
EX-7 — Opinion of Lazard Freres & Co. LLC
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EXHIBIT 7
[LETTERHEAD OF LAZARD FRERES & CO. LLC]
The Board of Directors April 28, 1999
CMP Media Inc.
600 Community Drive
Manhasset, NY 11030
Dear Members of the Board:
We understand that CMP Media Inc. (the "Company"), United News & Media plc
("United"), Miller Freeman Worldwide plc ("Parent") and MFW Acquisition Corp.,
an affiliate of Parent ("Merger Sub"), have entered into an Agreement and Plan
of Merger (the "Agreement") pursuant to which Merger Sub will commence a tender
offer (the "Offer") to purchase all the issued and outstanding shares of the
Company's Class A common stock, par value $0.01 per share (the "Class A Common
Stock"), and the Company's Class B common stock, par value $0.01 per share (the
"Class B Common Stock" and, collectively with the Class A Common Stock, the
"Common Stock") for $39.00 per share in cash, all as more fully provided in the
Agreement. Pursuant to the Agreement, following consummation of the Offer,
Merger Sub will merge with and into the Company (the "Merger"), and any
remaining outstanding shares of Common Stock (other than Common Stock held by
Parent, Merger Sub or any other affiliate of Parent, shares of Common Stock held
in the treasury of the Company and shares of Common Stock held by stockholders
who demand appraisal for such shares in accordance with the Delaware General
Corporation Law (the "DGCL"), if the DGCL provides for appraisal rights for such
shares in the Merger) will be converted into the right to receive $39.00 in
cash, all as more fully provided in the Agreement. References herein to the
"Consideration" is to the consideration to be received by the holders of the
Common Stock in the Offer and the Merger and references herein to the
"Transaction" is to the Offer and the Merger as contemplated by the Agreement.
You have requested our opinion as to the fairness, from a financial point of
view, to the holders of shares of Common Stock, taken as a whole (other than
Merger Sub, Parent and its affiliates), of the aggregate Consideration to be
paid pursuant to the Transaction.
In connection with this opinion, we have:
(i) Reviewed the financial terms and conditions of the Agreement dated
April 28, 1999;
(ii) Analyzed certain historical business and financial information
relating to the Company;
(iii) Reviewed various financial forecasts and other data provided to us
by the Company relating to its business;
(iv) Held discussions with members of the senior management of the
Company with respect to the business, prospects, and strategic objectives of
the Company;
(v) Reviewed public information with respect to certain other companies
in lines of business we believe to be generally comparable to the business
of the Company;
(vi) Reviewed the financial terms of certain business combinations
involving companies in lines of business we believe to be generally
comparable to those of the Company, and in other industries generally;
(vii) Reviewed the historical stock prices and trading volumes of the
Class A Common Stock; and
(viii) Conducted such other financial studies, analyses and investigations
as we deemed appropriate.
We have relied upon the accuracy and completeness of the foregoing
information, and have not assumed any responsibility for any independent
verification of such information or any independent valuation or appraisal of
any of the assets or liabilities of the Company, or concerning the solvency or
fair value of the Company. With respect to financial forecasts, we have assumed
that they have been reasonably prepared on bases reflecting the best currently
available estimates and judgments of management of the Company. We assume no
responsibility for and express no view as to such forecasts or the assumptions
on which they are based.
Further, our opinion is necessarily based on economic, monetary, market and
other conditions as in effect on, and the information made available to us as
of, the date hereof. In rendering our opinion, we did not address the Company's
underlying decision to effect the Transaction.
In rendering our opinion, we have assumed that the Transaction will be
consummated on the terms described in the Agreement, without any waiver of any
material terms or conditions by the Company and that obtaining any necessary
regulatory approvals for the Transaction will not have an adverse effect on the
Company.
Lazard Freres & Co. LLC is acting as investment banker to the Company in
connection with the Transaction and will receive a fee for our services, a
substantial portion of which is contingent upon the consummation of the
Transaction. We have in the past provided financial advisory services to the
Company for which we received usual and customary compensation. In addition, the
Company has agreed to indemnify us for certain liabilities that may arise out of
the rendering of this opinion.
Our engagement and the opinion expressed herein are for the benefit of the
Company's Board of Directors and our opinion is rendered to the Company's Board
of Directors in connection with its consideration of the Transaction. This
opinion is not intended to and does not constitute a recommendation to any
holder of Common Stock as to whether such stockholder should vote for the
Transaction or tender their share pursuant to the Offer. It is understood that
this letter may not be disclosed or otherwise referred to without our prior
consent, except as may otherwise be required by law or by a court of competent
jurisdiction.
Based on and subject to the foregoing, we are of the opinion that the
aggregate Consideration to be paid pursuant to the Transaction is fair to the
holders of Common Stock, taken as a whole (other than Parent and its
affiliates), from a financial point of view.
Very truly yours,
LAZARD FRERES & CO. LLC
By: /s/ PETER R. EZERSKY
-----------------------------------------
Peter R. Ezersky
MANAGING DIRECTOR
Dates Referenced Herein and Documents Incorporated by Reference
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