Berkshire Hathaway to acquire FlightSafety.OMAHA Omaha, city, United States Omaha (ō`məhä, –hô), city (1990 pop. 335,795), seat of Douglas co., E Nebr., on the west bank of the Missouri River; inc. 1857. , Neb. and FLUSHING, N.Y.--(BUSINESS WIRE)--Oct. 15, 1996-- Berkshire Hathaway Berkshire Hathaway (NYSE: BRKA, NYSE: BRKB) is a conglomerate holding company headquartered in Omaha, Nebraska, U.S., that oversees and manages a number of subsidiary companies. Inc. (NYSE NYSE See: New York Stock Exchange :BRK BRK Break BRK Broken (meteorological, cloud cover) BRK Bayerisches Rotes Kreuz (Bavarian Red Cross) BRK Berkshire Hathaway (stock symbol) BRK Brick ) and FlightSafety International Inc. (NYSE:FSI FSI Foreign Service Institute FSI Fluid Structure Interaction FSI Fuel Stratified Injection FSI Federazione Scacchistica Italiana (Italian Chess Federation) FSI Free Standing Insert FSI Flight Simulator ) announced today that they have executed a definitive merger agreement pursuant to which FlightSafety will be acquired by Berkshire through a merger into a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Berkshire. In the merger, FlightSafety shareholders can elect to receive for each of their shares of FlightSafety either $50 in cash or $48 in Class A or Class B common stock of Berkshire for a total value of approximately $1.5 billion, subject to a limitation that the amount of cash to be issued in the merger will not exceed 58% of the total value of the consideration to be received in the merger. The number of shares of Berkshire to be received under the stock election will be determined based on the market price for Berkshire shares during a 5-day trading period ending the day prior to the FlightSafety shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. to approve the merger. Consummation of the merger is subject to the approval of two thirds of the outstanding shares of FlightSafety and certain other customary conditions. Shareholders representing in excess of 37% of FlightSafety's common stock have stated that they intend to vote in favor of the transaction. It is anticipated that the merger will qualify under the Internal Revenue Code The Internal Revenue Code is the body of law that codifies all federal tax laws, including income, estate, gift, excise, alcohol, tobacco, and employment taxes. These laws constitute title 26 of the U.S. Code (26 U.S.C.A. § 1 et seq. as a tax-free reorganization for those FlightSafety shareholders electing to receive Berkshire common stock. The board of directors of FlightSafety has unanimously approved the merger agreement and recommends it to the shareholders for approval. It is anticipated that the merger will close near the end of 1996 or early 1997. Albert L. Ueltschi, chairman and chief executive officer of FlightSafety and its largest shareholder, said, "I believe that this merger is in the best interests of FlightSafety, its customers, employees and shareholders. My family and I will vote our entire 37% holding in FlightSafety in favor of the merger. Further, I will elect to receive Berkshire common stock for all the FlightSafety shares owned by me. I personally consider Berkshire shares to be one of the finest investments that I could make and anticipate holding the shares indefinitely. I look forward to continuing to run FlightSafety as part of Berkshire and working with Warren Buffett Warren Buffett Known as "the Oracle of Omaha," Buffett is Chairman of Berkshire Hathaway and arguably the greatest investor of all time. His wealth fluctuates with the performance of the market, but for the last few years he has been reported to be worth over $30 billion, making ." Warren E. Buffett, chairman of the board of Berkshire stated, "FlightSafety is a business that I like, run by a man I like and admire. Al Ueltschi and FlightSafety will fit perfectly in the Berkshire family." FlightSafety provides high-technology training to operators of aircraft and ships throughout the world. Berkshire and its subsidiaries engage in a number of diverse business activities. FlightSafety was represented in this transaction by Merrill Lynch & Co. and Morgan Lewis Githens & Ahn Inc., while Berkshire was represented by Salomon Brothers Inc. CONTACT: Berkshire Hathaway Inc., Omaha Marc Hamburg, 402/346-1400 or FlightSafety International Inc., Flushing Kenneth Motschwiller, 718/565-4140 |
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