A. Thompson Bayliss , Abrams & Bayliss LLP, Wilmington, Delaware; Meredith E. Kotler , Boaz S. Morag , Cleary Gottlieb Steen & Hamilton LLP, New York, New York; Attorneys for Defendants Primedia, Inc., Charles J. Stubbs, TPG Capital, L.P., Pittsburgh Holdings, LLC, and Pittsburgh Acquisition, Inc.
On May 15, 2011, the board of directors of Primedia, Inc. ("Primedia" or the "Company") adopted a resolution approving a merger agreement among the Company, TPG Capital, L.P. ("TPG"), and TPG's wholly owned acquisition subsidiaries (the "Merger Agreement"). Later that day, Primedia's majority stockholder, Kohlberg Kravis Roberts & Co. L.P. ("KKR"), approved the Merger Agreement by written consent. When the transaction...
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