Fresenius Kabi Pharmaceuticals (APCVZ)

[refillplease]

cvr reading "While Performance CVRs have appeared in a small number of deals in the last decade (e.g., Fresenius/APP
Pharma), usually based on post-closing EBITDA performance of the acquired business during a defined post-
closing period, all of the challenges we identified in the context of similar private company earnouts are equal-
ly, if not more sharply, applicable. An added obstacle is establishing an enforcement mechanism pursuant to
which the interests of the many former target shareholders (each of whom is likely to have a relatively small
stake) are effectively represented, a pressing concern given the likelihood of disputes over compliance with
covenants meant to protect the integrity and value of this modified earnout."


http://docs.google.com/viewer?a=v&q=cache:_T4gMgR3OncJ:www.kirkland.com/siteFiles/Publications/MAUpdate_012711.pdf+cvr+attorny&hl=en&gl=us&pid=bl&srcid=ADGEEShhqEfKRpCPHF3NjuJnLZ6wIqqh5V-qT2jDNgfnOamYSr8FZ4qg7kKu4ERxjGanUhJaW9jxyXH4CG0dmV4DkcQGVNyC-2MU2tARhRYAWK3AgO0s-xRE8-d7Lf0g0_kmUExM0wWk&sig=AHIEtbQKWUp0wLdW9Z_0XH76ztjPsnFjJQ