Harbinger Group Inc.
    Print Page | Close Window

SEC Filings

DEF 14A
HRG GROUP, INC. filed this Form DEF 14A on 11/15/1995
Entire Document
 << Previous Page | Next Page >>
<PAGE>
 
information concerning Energy Industries prepared by management of the Company.
Schroder Wertheim also held discussions with members of management of the
Company and Energy Industries regarding the historical and pro forma financial
information reviewed by Schroder Wertheim and management's projections for
future periods, as well as the current financial condition and prospects of
Energy Industries. In addition, Schroder Wertheim (i) compared certain
financial data for Energy Industries under the terms of the Energy Industries
Sale Proposal with that of certain publicly traded companies which Schroder
Wertheim deemed to be reasonably comparable to Energy Industries, (ii) compared
the financial terms, to the extent publicly available, of certain recent
acquisition transactions which were deemed to be reasonably comparable to the
Energy Industries Sale Proposal, and (iii) performed such other financial
studies, analyses, inquiries and investigations as Schroder Wertheim deemed
appropriate.
     
  Schroder Wertheim did not assume any responsibility for independently
verifying the information described above and assumed the accuracy and
completeness of all information made available or obtained by it. The Board of
Directors believes that Schroder Wertheim's reliance on such information is
reasonable and is consistent with the Company's management's understanding of
such information which related to the Company and Energy Industries, based on
its historical familiarity and day-to-day utilization of such information. With
respect to projections and financial forecasts of Energy Industries, Schroder
Wertheim assumed that such information was reasonably prepared and reflected
the best currently available estimates and judgments as to the expected future
financial performance of Energy Industries. In addition, Schroder Wertheim did
not undertake an independent appraisal of the assets of Energy Industries, nor
was Schroder Wertheim furnished with any such appraisal. Schroder Wertheim's
opinion was based on financial, economic, market, and other conditions as they
existed as of the date of its opinion. Schroder Wertheim was not asked to
express, and did not express, any opinion as to the appropriateness of the
Energy Industries Sale for the Company from a business or operational point of
view.     
     
  Schroder Wertheim's analyses set forth in the following paragraphs were
selected by Schroder Wertheim based on its experience in the valuation of
business and their securities. Such analyses and other procedures followed in
preparing and rendering Schroder Wertheim's opinion did not reflect any
direction from the Company. The Board of Directors requested Schroder Wertheim
to determine whether the Energy Industries Sale to Weatherford Enterra was
fair, from a financial point of view, to the Company. No limitations were
placed on Schroder Wertheim by the Board with respect to the investigation made
or the procedures or analyses followed in preparing and rendering its opinion.
Schroder Wertheim has informed the Company that its analyses must be considered
as a whole and that selecting portions of Schroder Wertheim's analyses and
other factors considered by Schroder Wertheim, without considering all factors
and analyses, could create a misleading view of the processes underlying its
opinion. The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. In Schroder
Wertheim's analyses, numerous assumptions were made with respect to industry
and Energy Industries' performance, general business, regulatory and economic
conditions and other factors, many of which are beyond the control of the
Company and Schroder Wertheim. Any estimates contained therein are not
necessarily indicative of future results or actual values, which may be
significantly more or less favorable than such estimates. Estimates of values,
companies or assets do not purport to be appraisals or necessarily reflect the
prices at which companies or assets may actually be sold. Because such
estimates are inherently subject to uncertainty, neither the Company, Schroder
Wertheim nor any other person assumes responsibility for their accuracy.
Although Schroder Wertheim did not attribute any particular weight to any
analysis or factor considered by it, Schroder Wertheim gave substantial weight
to the fact that bids were solicited from a significant number of prospective
purchases and the Weatherford Enterra offer represented the highest and most
attractive offer to the Company (see "--Background of the Energy Industries
Sale Proposal").     
     
  Schroder Wertheim, in conjunction with the President, General Counsel and
Chief Financial Officer of the Company, conducted the negotiations on behalf of
the Company with Weatherford Enterra regarding the terms and conditions of the
proposed sale. The Board of Directors did not participate in those
negotiations, although as described under "--Background of the Energy
Industries Sale Proposal," the sale proposal was     
 
                                       7

 << Previous Page | Next Page >>