Goody's & GF Acquisition completes final cash tender offer
28 Dec '05
3 min read
GF Acquisition Corp, a wholly owned subsidiary of Goody's Holdings Inc announced the final results of the cash tender offer by GF Acquisition Corp., an affiliate of Prentice Capital Management, LP and GMM Capital LLC, for the outstanding shares of common stock of Goody's at $9.60 net per share in cash, without interest.
The tender offer expired, as extended, at 8:00 a.m., New York City time, on Tuesday, December 27, 2005.
Based on information provided by Computershare Shareholder Services Inc, the depositary for the offer, a total of 30,362,748 shares, representing approximately 89.3 percent of the outstanding common stock of Goody's, were validly tendered prior to the expiration of the offer and not withdrawn as of 8:00 a.m. on December 27, 2005.
Together with shares contributed by Prentice, GF Acquisition Corp., an affiliate of Prentice and GMM, now owns an aggregate of 32,442,848 shares, representing 95.4 percent of the outstanding common stock of Goody's. All such shares have been accepted for purchase in accordance with the terms of the offer and payment for the validly tendered shares will be paid promptly.
In accordance with the terms of the Acquisition Agreement and Agreement and Plan of Merger, dated as of October 27, 2005, among Goody's, Goody's Holdings Inc. and GF Acquisition Corp, GF Acquisition Corp intends to consummate a short-form merger of GF Acquisition Corp and Goody's on or after January 27, 2006, without a meeting ofthe shareholders of Goody's, in accordance with the Tennessee short-form merger statute.