Goody's & GF Acquisition reaches to acquisition agreement
24 Dec '05
3 min read
Tennessee based clothing retailer Goody's Family Clothing Inc and GF Acquisition Corp, an affiliate of Prentice Capital Management, LP and GMM Capital LLC, announced that an agreement in principle on a settlement has been reached in the litigation relating to the Acquisition Agreement and Agreement and Plan of Merger, dated as of October 27, 2005, among Goody's, GF Goods Inc (now known as Goody's Holdings Inc) and GF Acquisition Corp.
The Chancery Court for Knox County, Tennessee, lifted the temporary injunction which required that $1,000,000 be withheld from the proceeds of the tender offer contemplated by the Merger Agreement.
Under the terms of the agreement in principle reached on the settlement, Goody's would deposit $700,000 in a dedicated account, pending court approval and class certification, thereby eliminating the requirement that tender offer proceeds be withheld.
Pursuant to the temporary injunction, which had been entered on December 9, 2005, approximately $0.03 per share was to have been withheld from the $9.60 per share payment to the shareholders of Goody's in connection with the tender offer for all of the shares of the common stock of Goody's pursuant to the Merger Agreement, which is scheduled to expire at 8 a.m. on December 27, 2005.
As a result of the lifting of the temporary injunction, upon expiration of the tender offer and acceptance and payment for the shares by GF Acquisition Corp, Goody's shareholders willreceive the full $9.60 per share payment for shares tendered in the tender offer and no portion of such purchase price will be withheld.
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