Featherlite Merger with Universal Trailer Subsidiary Approved by Featherlite's Shareholders
October 11 2006 - 4:32PM
Business Wire
Featherlite, Inc. (Nasdaq:FTHR), a leading manufacturer and
marketer of specialty aluminum trailers, transporters and luxury
motorcoaches, announced today that its proposed merger with a
subsidiary of Universal Trailer Holdings Corp. has been approved by
Featherlite�s shareholders at a special meeting of shareholders
held earlier today. On July 27, 2006, Featherlite announced that it
signed a definitive agreement to merge with a subsidiary of
Universal Trailer. The consummation of the merger is subject to
various conditions, including the closing of debt financing
arrangements, the continued effectiveness of an agreement between
Universal Trailer and Featherlite Coaches, Inc. and the
satisfaction of all conditions to the consummation of the
transaction contemplated thereby (other than the consummation of
the merger), and other customary closing conditions. The proposed
merger is expected to close by the end of October, 2006. Conrad
Clement, Chairman and CEO of Featherlite, said, �We appreciate the
support of our shareholders and look forward to closing the
merger.� As previously disclosed, on August 22, 2006, Featherlite
received a summons and complaint in connection with a lawsuit
relating to Universal Luxury Coaches, LLC. This complaint was
subsequently amended to seek an injunction preventing the sale of
Featherlite�s motorcoach division to Featherlite Coaches, which is
planned to occur following the closing of the merger. Featherlite
believes that there is no merit to the claims against it in the
lawsuit and no merit to the request for an injunction, and will
vigorously defend itself in the litigation. Nevertheless, the
closing of the debt financing arrangements referred to above may be
subject to receipt by lenders of certain assurances that
Featherlite will not be subject to any liabilities arising from
this litigation. About Featherlite With more that 75 percent of its
business in the leisure, recreation and entertainment categories,
Featherlite�, Inc. has highly diversified product lines offering
hundreds of standard model and custom-designed aluminum specialty
trailers, specialized transporters, mobile marketing trailers and
luxury motorcoaches. For more information about Featherlite, please
visit www.fthr.com. Safe Harbor Statement Under the Private
Securities Litigation Reform Act This press release contains
forward-looking statements within the meaning of the �safe harbor�
provisions of the Private Securities Litigation Reform Act of 1995,
including the statement that the merger is expected to close by the
end of October, 2006. These forward-looking statements are based
upon current expectations and beliefs and are subject to a number
of factors and uncertainties that could cause actual results to
differ materially from those described in the forward-looking
statements. These statements are not guarantees of future
performance, involve certain risks, uncertainties and assumptions
that are difficult to predict, and are based upon assumptions as to
future events that may not prove accurate. Therefore, actual
outcomes and results may differ materially from what is expressed
herein. For example, if Universal Trailer is unable to obtain
sufficient financing or conditions to the sale of the motorcoach
division have not been satisfied, the merger may not be
consummated. In addition, the litigation described in this press
release is in its early stages and, like all litigation, is
inherently subject to risks and uncertainties beyond our control,
including unexpected actions of the other parties or the court or
the granting of the injunction referred to above. In any
forward-looking statement in which Featherlite or Universal Trailer
expresses an expectation or belief as to future results, such
expectation or belief is expressed in good faith and believed to
have a reasonable basis, but there can be no assurance that the
statement or expectation or belief will result or be achieved or
accomplished. Other economic, business, competitive and/or
regulatory factors that may cause actual results to differ
materially from those described in the forward-looking statements
are described in Featherlite�s filings with the Securities and
Exchange Commission, including its Annual Report on Form 10-K for
the most recent fiscal year, its most recent Quarterly Report on
Form 10-Q, and its Current Reports on Form 8-K. All forward-looking
statements included in this press release are based on information
available to Featherlite on the date hereof. Featherlite undertakes
no obligation (and expressly disclaims any such obligation) to
update forward-looking statements made in this press release to
reflect events or circumstances after the date of this press
release or to update reasons why actual results could differ from
those anticipated in such forward-looking statements. Featherlite,
Inc. (Nasdaq:FTHR), a leading manufacturer and marketer of
specialty aluminum trailers, transporters and luxury motorcoaches,
announced today that its proposed merger with a subsidiary of
Universal Trailer Holdings Corp. has been approved by Featherlite's
shareholders at a special meeting of shareholders held earlier
today. On July 27, 2006, Featherlite announced that it signed a
definitive agreement to merge with a subsidiary of Universal
Trailer. The consummation of the merger is subject to various
conditions, including the closing of debt financing arrangements,
the continued effectiveness of an agreement between Universal
Trailer and Featherlite Coaches, Inc. and the satisfaction of all
conditions to the consummation of the transaction contemplated
thereby (other than the consummation of the merger), and other
customary closing conditions. The proposed merger is expected to
close by the end of October, 2006. Conrad Clement, Chairman and CEO
of Featherlite, said, "We appreciate the support of our
shareholders and look forward to closing the merger." As previously
disclosed, on August 22, 2006, Featherlite received a summons and
complaint in connection with a lawsuit relating to Universal Luxury
Coaches, LLC. This complaint was subsequently amended to seek an
injunction preventing the sale of Featherlite's motorcoach division
to Featherlite Coaches, which is planned to occur following the
closing of the merger. Featherlite believes that there is no merit
to the claims against it in the lawsuit and no merit to the request
for an injunction, and will vigorously defend itself in the
litigation. Nevertheless, the closing of the debt financing
arrangements referred to above may be subject to receipt by lenders
of certain assurances that Featherlite will not be subject to any
liabilities arising from this litigation. About Featherlite With
more that 75 percent of its business in the leisure, recreation and
entertainment categories, Featherlite(R), Inc. has highly
diversified product lines offering hundreds of standard model and
custom-designed aluminum specialty trailers, specialized
transporters, mobile marketing trailers and luxury motorcoaches.
For more information about Featherlite, please visit www.fthr.com.
Safe Harbor Statement Under the Private Securities Litigation
Reform Act This press release contains forward-looking statements
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, including the statement
that the merger is expected to close by the end of October, 2006.
These forward-looking statements are based upon current
expectations and beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. These
statements are not guarantees of future performance, involve
certain risks, uncertainties and assumptions that are difficult to
predict, and are based upon assumptions as to future events that
may not prove accurate. Therefore, actual outcomes and results may
differ materially from what is expressed herein. For example, if
Universal Trailer is unable to obtain sufficient financing or
conditions to the sale of the motorcoach division have not been
satisfied, the merger may not be consummated. In addition, the
litigation described in this press release is in its early stages
and, like all litigation, is inherently subject to risks and
uncertainties beyond our control, including unexpected actions of
the other parties or the court or the granting of the injunction
referred to above. In any forward-looking statement in which
Featherlite or Universal Trailer expresses an expectation or belief
as to future results, such expectation or belief is expressed in
good faith and believed to have a reasonable basis, but there can
be no assurance that the statement or expectation or belief will
result or be achieved or accomplished. Other economic, business,
competitive and/or regulatory factors that may cause actual results
to differ materially from those described in the forward-looking
statements are described in Featherlite's filings with the
Securities and Exchange Commission, including its Annual Report on
Form 10-K for the most recent fiscal year, its most recent
Quarterly Report on Form 10-Q, and its Current Reports on Form 8-K.
All forward-looking statements included in this press release are
based on information available to Featherlite on the date hereof.
Featherlite undertakes no obligation (and expressly disclaims any
such obligation) to update forward-looking statements made in this
press release to reflect events or circumstances after the date of
this press release or to update reasons why actual results could
differ from those anticipated in such forward-looking statements.
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