Berkshire Hathaway and Wesco Financial Corporation Announce Per Share Merger Consideration
The special meeting of the Wesco shareholders to vote on the adoption of the merger agreement is scheduled to be held on
The
$386.55 , which represents Wesco’s shareholders’ equity per share as ofJanuary 31, 2011 , estimated for purposes of the merger agreement, plus$4.74 per share, which represents an earnings factor of$.98691 per share per month (and pro rated on a daily basis for the month of June) for the period beginningFebruary 1, 2011 and endingJune 24, 2011 , minus$5.49 per share, which is the sum of the following (expressed on a per share basis, net of taxes) for the period beginningFebruary 1, 2011 and endingJune 22, 2011 (the second full trading day prior to the date of the Wesco special meeting): (a) the change (positive or negative) in net unrealized appreciation of Wesco’s investment securities, (b) the amount of net realized investment gains or losses and (c) the amount of other-than-temporary impairment charges with respect to Wesco’s investment securities; minus$.42 per share, which is the amount of the per share cash dividend paid onJune 9, 2011 to Wesco shareholders of record onMay 25, 2011 ; minus$.38 per share, which represents a good faith estimate (expressed on a per share, after-tax basis) of the fees and expenses of the advisors to the Wesco special committee and of the legal counsel to Wesco and Wesco’s one-half share of the fees and expenses incurred in connection with printing and mailing the proxy statement/prospectus and theSecurities and Exchange Commission (“SEC”) filing fees relating to the Merger, in each case incurred or to be incurred subsequent toDecember 31, 2010 in connection with the Merger.
The exchange ratio in the Merger is 5.0611, so that, for one share of Wesco common stock that is exchanged for Berkshire Class B common stock, a Wesco shareholder would receive five shares of Berkshire Class B common stock and the remainder payable as cash in lieu of a fractional share.
The Merger remains subject to the conditions set forth in the merger agreement, including the shareholder approval requirements and the absence of certain events described therein.
Wesco engages in three principal businesses through its own direct or indirect subsidiaries, including the insurance business, the furniture rental business and the steel service center business. Wesco’s operations also include the management of commercial and residential real estate in downtown
Forward-Looking Statements
Statements that describe the objectives, expectations, plans or goals of Wesco (including, without limitation, their expectations with respect to the timing of the closing of the Merger) are forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements.
We caution against placing undue reliance on forward-looking statements, which reflect our current beliefs and are based on information currently available to us as of the date a forward-looking statement is made. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from our forward-looking statements may appear in Wesco’s public filings with the
Additional Information
In connection with the proposed transaction, Berkshire has filed with the
Wesco, Berkshire and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction under the rules of the
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