Goody's Family Clothing Receives Competing Acquisition Proposal From Third Party
October 12 2005 - 11:26AM
PR Newswire (US)
KNOXVILLE, Tenn., Oct. 12 /PRNewswire-FirstCall/ -- Goody's Family
Clothing, Inc. (NASDAQ:GDYS) today announced that it has received a
competing acquisition proposal from a third party. One of the
parties that had previously submitted a proposal to acquire Goody's
during the exclusivity period between Goody's and Sun Capital
Partners IV, LP, has reaffirmed its interest in acquiring Goody's
by submitting a revised acquisition proposal. The revised bid
proposes a cash price of $8.50 per share, subject to due diligence,
with the possibility of a higher price upon completion of due
diligence. The proposal takes into account Goody's obligations to
pay a termination fee and expenses under the Agreement and Plan of
Merger among Goody's and certain affiliates of Sun Capital Partners
IV, LP, dated October 7, 2005. The Goody's Board of Directors has
determined that this new offer would reasonably be expected to lead
to a superior proposal (within the meaning given to such term in
the Agreement and Plan of Merger). Therefore, as permitted under
that agreement, Goody's will commence a discussion and due
diligence period of up to 10 business days with the competing
acquiror in order to enable the Board of Directors of Goody's to
determine whether the offer is a superior proposal. Goody's
disclosed earlier this week that it had entered into the Agreement
and Plan of Merger with certain affiliates of Sun Capital at a cash
price of $8.00 per share. The Company had previously received two
acquisition proposals, one of which had been received during the
exclusive negotiating period with Sun Capital and the other had
been received a few hours after the execution of the Agreement and
Plan of Merger, but before the merger agreement was publicly
available. This press release contains certain forward-looking
statements which are based upon current expectations relating to
the competing acquisition proposal and these statements involve
material risks and uncertainties including: (i) that the competing
proposal may be withdrawn or decreased upon completion of
additional due diligence or the Company may be unable to enter into
an agreement with the competing acquiror and (ii) the Company's
ability to consummate the agreement with Sun Capital on its
original terms is subject to the conditions specified in the
Agreement and Plan of Merger. Readers are cautioned that any such
forward-looking statement is not a guarantee of future results and
involves risks and uncertainties, and that actual results and
outcomes may differ materially from those projected in the
forward-looking statements. The Company does not undertake to
publicly update or revise its forward-looking statements even if
future changes make it clear that any projected results or outcomes
expressed or implied therein will not be realized. Additional
information on risk factors that could potentially affect the
Company's financial results may be found in the Company's 2004
Annual Report on Form 10-K filed with the Securities and Exchange
Commission. Certain of such filings may be accessed through the
Company's web site, http://www.goodysonline.com/, then choose "SEC
Filings." Goody's, headquartered in Knoxville, Tennessee, is a
retailer of moderately priced family apparel, and with the
temporary closure of six stores due to hurricane damage, currently
operates 368 stores in the 20 states of Alabama, Arkansas, Florida,
Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana,
Mississippi, Missouri, North Carolina, Ohio, Oklahoma, South
Carolina, Tennessee, Texas, Virginia and West Virginia. DATASOURCE:
Goody's Family Clothing, Inc. CONTACT: Edward R. Carlin, Chief
Financial Officer of Goody's Family Clothing, Inc., +1-865-966-2000
Web site: http://www.goodysonline.com/
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