Jacuzzi Brands, Inc. Announces Settlement of Stockholder Suits Regarding Proposed Merger
22 Januar 2007 - 10:18PM
Business Wire
Jacuzzi Brands, Inc. (NYSE: JJZ) (�Jacuzzi Brands� or the
�Company�) today announced that it has reached an agreement in
principle to settle four putative stockholder class action lawsuits
related to the Company�s proposed merger with a wholly owned
subsidiary of Apollo Management L.P. (�Apollo�). As previously
announced, the lawsuits were filed between October 13 and November
8, 2006 in the Court of Chancery of the State of Delaware naming
Jacuzzi Brands, each of its directors and Apollo as defendants.
Under the terms of the agreement, which remains subject to approval
by the Court, the parties have agreed to settle all claims raised,
or which could be raised, by the proposed plaintiff class relating
to the proposed merger. Pursuant to the terms of the proposed
settlement, the Company has agreed to amend the merger agreement
such that (1) the termination fee payable by the Company on the
occurrence of certain specified events, is reduced from $25 million
to $22.5 million and (2) the time period during which the Company�s
entry into an alternative acquisition proposal would trigger
payment of the termination fee under certain circumstances, is
reduced from 12 months to 9 months. The Company also agreed to make
certain additional disclosures already reflected in the Definitive
Proxy Statement filed with the SEC on January 5, 2007. The parties
also agreed that, in connection with a settlement, counsel for
plaintiffs may seek an award from the court of attorneys' fees and
expenses in an amount not to exceed $725,000 if the merger is
consummated. The Company noted that there can be no assurance that
the Court will approve the proposed settlement or that any ultimate
settlement will be under the same terms as those contemplated by
the agreement. The proposed settlement of these lawsuits will not
affect the amount of merger consideration to be paid in the merger
or any other terms of the merger. As previously announced on
October 11, 2006, Jacuzzi Brands, Inc. and affiliates of Apollo
entered into a definitive merger agreement, pursuant to which
Apollo would acquire all of the outstanding common stock of Jacuzzi
Brands for $12.50 per share in cash and assume all outstanding
debt, valuing the total transaction at approximately $1.25 billion.
The transaction is subject to Jacuzzi Brands stockholder approval
and other customary conditions and is expected to close in early to
mid-February 2007. In connection with the proposed merger, Jacuzzi
Brands filed a proxy statement with the Securities and Exchange
Commission on January 5, 2007. WE URGE INVESTORS TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. They provide, among other things, a detailed
discussion of the process that led to the proposed merger and the
reasons behind the Jacuzzi Brands Board of Directors�
recommendation that stockholders vote �FOR� the approval and
adoption of the merger agreement and the merger. The proxy
statement and other relevant documents may be obtained free of
charge at the SEC's website, www.sec.gov, or from Jacuzzi Brands by
directing such request to Jacuzzi Brands, Attention: Diana Burton,
Vice President - Investor Relations, Phillips Point - West Tower,
777 South Flagler Drive, Suite 1100, West Palm Beach, FL 33401.
Telephone: (561) 514-3850. Jacuzzi Brands and its directors,
executive officers and other members of management and its
employees may be deemed to be participants in the solicitation of
proxies from the stockholders of Jacuzzi Brands in connection with
the merger. Information about Jacuzzi Brands' directors and
executive officers is set forth in Jacuzzi Brands' proxy statements
and annual reports on Form 10-K, previously filed with the SEC, and
the proxy statement relating to the proposed merger. About Jacuzzi
Brands, Inc. Jacuzzi Brands, Inc., through its subsidiaries, is a
global manufacturer and distributor of branded bath and plumbing
products for the residential, commercial and institutional markets.
These include whirlpool baths, spas, showers, sanitary ware and
bathtubs, as well as professional grade drainage, water control,
commercial faucets and other plumbing products. Our products are
marketed under our portfolio of brand names, including JACUZZI(R),
SUNDANCE(R), ZURN(R), and ASTRACAST(R). Learn more at
www.jacuzzibrands.com. Disclosure Concerning Forward-Looking
Statements Any forward-looking statements made within this release,
including the Company�s current expectations with respect to the
completion of the proposed transaction, settlement of the
stockholder class action lawsuits and other plans, represent
management�s best judgment as to what may occur in the future and
are intended to fall within the meaning of the Private Securities
Litigation Reform Act of 1995. Words such as �expects,� �intends,�
�plans,� �projects,� �believes,� �estimates,� �may,� �will,�
�should,� �shall,� and similar expressions typically identify such
forward-looking statements. Even though the Company believes the
expectations reflected in such forward-looking statements are based
on reasonable assumptions, it can give no assurance that its
expectations will be attained. In particular, factors contained in
the Company�s filings with the Securities and Exchange Commission
could cause future expectations to differ materially from those
expressed in this press release.
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