Goodman Global, Inc. has announced 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.
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