Agreement Reached in Litigation Related to Proposed Sale of Goodman Global
2008年1月4日 - 7:30AM
ビジネスワイヤ(英語)
Goodman Global, Inc. (NYSE:GGL), a leading manufacturer of
residential and light commercial heating, ventilation and
air-conditioning equipment, announced today the tentative
settlement of two purported class action lawsuits filed in the
District Court of Harris County, Texas, against Goodman and other
named defendants. The two purported class action lawsuits relate to
the proposed acquisition of Goodman by affiliates of private equity
firm Hellman & Friedman LLC and have been consolidated as
Call4U, Ltd. v. Goodman Global, Inc., Cause No. 2007-66888. A
memorandum of understanding setting forth the terms of the
settlement was entered into on behalf of plaintiffs, Goodman and
the other named defendants as of January 3, 2008. The proposed
settlement is subject to court approval and certain other
conditions. Goodman and the other defendants deny all allegations
of wrongdoing, fault, liability or damage to the plaintiffs and the
putative class in the consolidated action, deny that they have or
are engaged in any wrongdoing or violation of law or breach of duty
and believe they acted properly at all times. The memorandum of
understanding provides for dismissal of the consolidated action
with prejudice upon court approval of such settlement. Pursuant to
the terms of the memorandum of understanding, Goodman agreed (i) to
disclose certain additional information regarding the transaction
to its stockholders, which additional information is being provided
via a Current Report on Form 8-K that will be filed with the
Securities and Exchange Commission, (ii) with Hellman &
Friedman to amend the merger agreement governing the transaction,
which amendment is attached to the Form 8-K referred to above, to
make changes to the non-solicitation provisions therein, and (iii)
to allow its stockholders an additional period of twenty (20)
calendar days, beginning on the date of the stockholder vote to
approve the transaction, within which Goodman�s stockholders may
elect appraisal rights for their shares of Goodman�s common stock.
The settlement of the consolidated class action will not affect the
merger consideration to be paid in the merger, any other terms of
the merger other than those set forth in the amendment to the
merger agreement or the timing of the special meeting of
stockholders held to approve the merger. Safe Harbor for
Forward-Looking and Cautionary Statements Certain statements in
this press release are �forward-looking statements� within the
meaning of Section�27A of the Securities Act of 1933 and
Section�21E of the Securities Exchange Act of 1934. These
statements involve a number of risks, uncertainties and other
factors that could cause actual results, performance or
achievements of Goodman to be materially different from any future
results, performance or achievements expressed or implied by these
forward-looking statements. The words �believe,� �expect,�
�anticipate,� �intend,� �estimate,� and other expressions that are
predictions of or indicate future events and trends and that do not
relate to historical matters identify forward-looking statements.
Forward-looking statements also include statements about the
following subjects: forecasts and projections of operating and
financial results; changes in weather patterns and seasonal
fluctuations; changes in customer demand due to the
federally-mandated minimum efficiency standard; the maturation of
Goodman�s new company-operated distribution centers; increased
competition and technological changes and advances; increases in
the cost of raw materials and components; Goodman�s relations with
its independent distributors; and damage or injury caused by
Goodman�s products. Goodman undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events, changed circumstances or
otherwise. These forward-looking statements are subject to numerous
risks and uncertainties, including, but not limited to, the impact
of general economic conditions in the regions in which Goodman does
business; general industry conditions, including competition and
product, raw material and energy prices; the realization of
expected tax benefits; changes in exchange rates and currency
values; capital expenditure requirements; access to capital markets
and the risks and uncertainties described under �Risk Factors�
contained in Goodman�s Annual Report on Form 10-K filed with the
Securities and Exchange Commission. About Goodman Houston-based
Goodman Global, Inc. is the second-largest domestic unit
manufacturer of heating, ventilation and air conditioning products
for residential and light-commercial use. Goodman�s products are
predominantly marketed under the Goodman�, Amana� and Quietflex�
brand names, and are sold through company-operated and independent
distribution networks with more than 850 distribution points
throughout North America. For more information about Goodman, visit
www.goodmanglobal.com. Amana� is a trademark of Maytag Corporation
and is used under license to Goodman Company, L.P. All rights
reserved.
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