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In accordance with Securities and Exchange Commission Release No.
34-39538 (January 12, 1998), this Statement is being filed by Credit
Suisse (the "Bank"), a Swiss bank, on behalf of its subsidiaries to the
extent that they constitute the Investment Banking division (the
"Investment Banking division"), the Alternative Investments business (the
"AI Business") within the Asset Management division (the "Asset Management
division") and the U.S. private client services business (the "U.S. PCS
Business") within the Private Banking division (the "Private Banking
division") (the "Reporting Person"). The address of the principal business
and office of the Bank is Uetlibergstrasse 231, P.O. Box 900, CH 8070
Zurich, Switzerland. The address of the principal business and office of
the Reporting Person in the United States is Eleven Madison Avenue, New
York, NY 10010.
The Bank owns directly a majority of the voting stock, and all of the
non-voting stock, of Credit Suisse Holdings (USA), Inc. ("CS Hldgs USA
Inc"), a Delaware corporation. The address of the principal business and
office of CS Hldgs USA Inc is Eleven Madison Avenue, New York, NY 10010,
USA. The ultimate parent company of the Bank and CS Hldgs USA Inc, and
the direct owner of the remainder of the voting stock of CS Hldgs USA Inc
is Credit Suisse Group ("CSG"), a corporation formed under the laws of
Switzerland.
CS Hldgs USA Inc owns all of the voting stock of Credit Suisse (USA), Inc. ("CS USA Inc"), a Delaware corporation and holding company. CS USA Inc is the sole member of Credit Suisse Securities (USA) LLC ("CS Sec USA LLC"), a Delaware limited liability company and a registered broker-dealer that effects trades in many companies, including the Company. CS Sec USA LLC is the successor company of Credit Suisse First Boston LLC ("CSFB LLC"), and all references hereinafter to CSFB LLC shall be deemed to refer to CS Sec USA LLC. The address of the principal business and office of each of CS USA Inc and CS Sec USA LLC is Eleven Madison Avenue, New York, NY 10010, USA.
The Bank owns all the voting stock of Credit Suisse (International)
Holding AG ("CS Int Hldg AG"), a Swiss company. CS Int Hldg AG acts as a
holding company for certain subsidiaries of the Investment Banking
division in Europe, and since December 1996, in the Pacific region. The
address of the principal business and office of CS Int Hldg AG is
Bahnhofstrasse 17, P.O. Box 234, CH 6301 Zug, Switzerland.
CS Int Hldg AG owns all of the voting equity of Credit Suisse
Investments (UK) ("CS Inv UK"), a UK limited liability company that acts
as an investment holding company for the UK interests of the Investment
Banking division. The address of the principal business and office of CS
Inv UK is One Cabot Square, London E14 4QJ, UK.
Credit Suisse Investment Holdings (UK) ("CS Inv Hldgs UK") is a UK
limited liability company that acts as a holding company for the UK
interests of the Investment Banking division. CS Inv UK holds a majority
of CS Inv Hldgs UK's equity; CS Int Hldg AG holds the remaining equity.
The address of the principal business and office of CS Inv Hldgs UK is One
Cabot Square, London E14 4QJ, UK.
CS Inv Hldgs UK holds all of the voting stock of Credit Suisse
Securities (Europe) Limited ("CS Sec Eur Ltd"), a UK limited liability
company. CS Sec Eur Ltd is a UK broker-dealer whose principal business is
international securities underwriting and trading and corporate advisory
services. The address of the principal business and office of CS Sec Eur
Ltd is One Cabot Square, London E14 4QJ, UK.
Credit Suisse International ("CS Int") is a UK bank that structures and
trades over-the-counter derivative products linked to interest rates,
equities, foreign exchange and credit. The Bank owns a majority of CS Int's voting equity. CSG and CS Int Hldg AG own the remaining voting equity.
CS Inv UK owns a majority of CS Int's non-voting equity. The Bank and CSG
own the remaining non-voting equity. The address of the principal business
and office of CS Int is One Cabot Square, London E14 4QJ, UK.
CSG is a global financial services company, active in all major
financial centers and providing a comprehensive range of banking products.
The Bank is comprised of the Investment Banking division, the Asset
Management division and the Private Banking division. The Investment
Banking division provides financial advisory and capital raising services
and sales and trading to institutional, corporate and government clients
worldwide. The Asset Management division provides asset management and
investment advisory services to institutional, mutual fund and private
investors worldwide and offers products across a broad range of investment
classes, including alternative investments. The Private Banking division
offers global private banking and corporate and retail banking services in
Switzerland. The business address of CSG is Paradeplatz 8, P.O. Box 1, CH
8070 Zurich, Switzerland.
CSG, for purposes of the federal securities laws, may be deemed
ultimately to control the Bank and the Reporting Person. CSG, its
executive officers and directors, and its direct and indirect subsidiaries
(including those subsidiaries that constitute the Asset Management
division (other than the AI Business) (the "Traditional AM Business") and
the Private Banking division (other than the U.S. PCS Business) (the
"Non-U.S. PB Business")) may beneficially own Shares to which this
Statement relates and such Shares are not reported in this Statement. CSG
disclaims beneficial ownership of Shares beneficially owned by its direct
and indirect subsidiaries, including the Reporting Person. Each of
Traditional AM Business and the Non-U.S. PB Business disclaims beneficial
ownership of Shares beneficially owned by the Reporting Person. The
Reporting Person disclaims beneficial ownership of Shares beneficially
owned by CSG, the Traditional AM Business and the Non-U.S. PB Business.
The Reporting Person, CS Hldgs USA Inc, CS USA Inc and CS Sec USA LLC
may be deemed for purposes of this Statement to beneficially own Shares
held in client accounts with respect to which CS Sec USA LLC or its
employees have voting or investment discretion, or both ("Managed
Accounts"). The Reporting Person, CS Hldgs USA Inc, CS USA Inc and CS Sec
USA LLC disclaim beneficial ownership of Shares held in Managed Accounts.
The name, business address, citizenship, present principal occupation
or employment, and the name and business address of any corporation or
organization in which each such employment is conducted, of each executive
officer or director of the Reporting Person, CS Hldgs USA Inc, CS USA
Inc, CS Sec USA LLC, CS Int, CS Int Hldg AG, CS Inv UK, CS Inv Hldgs
UK and CS Sec Eur Ltd are set forth on Schedules A-1 through A- 9 attached
hereto, each of which is incorporated by reference herein.
Except as otherwise provided herein, during the past five years none of
the Reporting Person, CS Hldgs USA Inc, CS USA Inc, CS Sec USA LLC, CS
Int, CS Int Hldg AG, CS Inv UK, CS Inv Hldgs UK nor CS Sec Eur Ltd nor,
to the best knowledge of the Reporting Person, any of the other persons
listed on Schedules A-1 through A- 9 attached hereto, has been (i)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to United States federal or state securities laws or finding any
violation with respect to such laws.
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The aggregate consideration (exclusive of commissions) paid by CS Sec USA LLC, CS Int and CS Sec Eur Ltd for acquisitions of Shares, convertible bonds representing 0.023724792408066429 Shares each on a convertible basis (the Convertible Bonds), American Depositary Receipts evidencing American Depositary Shares, each representing one Share on an as-converted basis (the Depositary Receipts), and call options, each representing the right to purchase 100 Shares upon its exercise (the Call Options), of the Company are as follows. CS Sec USA LLC paid USD 240,573 for acquisitions of Depositary Receipts. CS Sec USA LLC paid GBP 140,115 for acquisitions of Call Options. CS Int paid GBP 194,563 for acquisitions of Shares. CS Sec Eur Ltd paid GBP 303,861,644 for acquisitions of Shares and GBP 11,825,832 for acquisitions of Convertible Bonds.
The funds used by CS Sec USA LLC, CS Int and CS Sec Eur Ltd to make these acquisitions, and the acquisitions described in Schedule B attached hereto, came from working capital.
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CS Sec USA LLC acquired 4,100 Depositary Receipts as part of statistical arbitrage trading strategies and 468 Depositary Receipts as part of proprietary trading strategies. CS Sec USA LLC acquired 97 Call Options for customer facilitation purposes and 192 Call Options as part of proprietary trading strategies. CS Int acquired 2,268 Shares for hedging purposes. CS Sec Eur Ltd acquired 16,596 Shares for customer facilitation purposes, 5,429,500 Shares for hedging purposes, 69,006 Shares as part of index arbitrage trading strategies, 75,000 Shares as part of risk arbitrage trading strategies, 1,144 Shares as part of statistical arbitrage trading strategies and 624,000 Shares as part of proprietary trading strategies. CS Sec Eur Ltd acquired 10,766,670 Convertible Bonds for customer facilitation purposes and 9,483,750 Convertible Bonds as part of proprietary trading strategies.
The Reporting Person intends to optimize the value of its investments and, therefore, will review from time to time the Company's business affairs and financial position. Based on such evaluation and review, as well as general economic and industry conditions existing at the time, the Reporting Person may consider from time to time various alternative courses of action. Such actions may include the acquisition or disposition of Shares or other securities through open market transactions, privately negotiated transactions, a tender offer, an exchange offer or otherwise.
Except as set forth herein, the Reporting Person has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
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(a)
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As of December 4, 2007, the Reporting Person may be deemed to beneficially own an aggregate of 6,731,419 Shares, consisting of 6,217,514 Shares, 20,250,420 Convertible Bonds, 4,568 Depositary Receipts and 289 Call Options. CS Sec USA LLC directly holds 4,568 Depositary Receipts. CS Sec USA LLC directly holds 289 Call Options. CS Int directly holds 2,268 Shares. CS Sec Eur Ltd directly holds 6,215,246 Shares and 20,250,420 Convertible Bonds.
Accordingly, the Reporting Person may be deemed to beneficially own 7.0% of the outstanding Shares.
To the best knowledge of the Reporting Person, and except as described herein, neither the Reporting Person, CS Hldgs USA Inc, CS USA Inc, CS Sec USA LLC, CS Int, CS Int Hldg AG, CS Inv UK, CS Inv Hldgs UK nor CS Sec Eur Ltd nor, to the best knowledge of the Reporting Person, any other persons listed on Schedules A-1 through A-9 attached hereto, beneficially owns any additional Shares, Convertible Bonds, Depositary Receipts or Call Options.
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(b)
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With respect to any rights or powers to vote, or to direct the vote of,
or to dispose of, or direct the disposition of, the Shares, Convertible
Bonds, Depositary Receipts and Call Options referenced in paragraph 5(a),
there is shared power to vote, or to direct the vote of, and to dispose
of, or to direct the disposition of, such Shares, Convertible Bonds,
Depositary Receipts and Call Options among the Reporting Person, CS Hldgs
USA Inc, CS USA Inc, CS Sec USA LLC, CS Int, CS Int Hldg AG, CS Inv
UK, CS Inv Hldgs UK and CS Sec Eur Ltd.
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