Agreement in Principle on Settlement Reached in Litigation Relating to Acquisition of Goody's Family Clothing; No Tender Offer P
December 23 2005 - 2:19PM
PR Newswire (US)
NEW YORK and KNOXVILLE, Tenn., Dec. 23 /PRNewswire-FirstCall/ --
Goody's Family Clothing, Inc. (NASDAQ:GDYS) and GF Acquisition
Corp., an affiliate of Prentice Capital Management, LP and GMM
Capital LLC, announced today 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 will receive the full $9.60
per share payment for shares tendered in the tender offer and no
portion of such purchase price will be withheld. The tender offer
is scheduled to expire as of 8:00 a.m., New York City time, on
December 27, 2005. Since the day prior to the expiration of the
tender offer, December 26, 2005, is a holiday, and in view of the
8:00 a.m. expiration time of the offer on December 27, 2005,
shareholders would be advised to tender any shares that they have
not already tendered by Friday, December 23, 2005, in order to
ensure that the shares would be received by the depositary for the
offer, Computershare Shareholder Services, Inc., before expiration
of the offer. Goody's, headquartered in Knoxville, Tennessee, is a
retailer of moderately priced family apparel, and with the
temporary closure of one store due to hurricane damage, currently
operates 381 stores in the 21 states of Alabama, Arkansas, Florida,
Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana,
Maryland, Mississippi, Missouri, North Carolina, Ohio, Oklahoma,
South Carolina, Tennessee, Texas, Virginia and West Virginia. GF
Acquisition Corp., a Tennessee corporation, is a wholly owned
subsidiary of Goody's Holdings, Inc., a Delaware corporation. GF
Acquisition Corp. and Goody's Holdings, Inc. were formed for the
purpose of entering into a business combination transaction with
Goody's and have not carried on any activities other than in
connection with the tender offer. Goody's Holdings, Inc. is a
privately held company owned by GMM Capital LLC and PGDYS LLC.
Prentice Capital Management, LP is the managing member of PGDYS
LLC. The foregoing announcement is qualified in its entirety by
reference to GF Acquisition, Inc.'s Tender Offer Statement on
Schedule TO, including the Offer to Purchase dated November 10,
2005, as amended on December 2, 2005, amended and supplemented on
December 13, 2005, and amended on December 22, 2005, and the
related letter of transmittal, which can be obtained for free,
along with other filed documents, at the SEC's website
http://www.sec.gov/. This press release contains certain
forward-looking statements which are based upon current
expectations relating to the settlement of the litigation and these
statements involve material risks and uncertainties including
negotiation and execution of a stipulation of settlement by the
necessary parties and satisfaction of the conditions to the tender
offer. 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 and GF Acquisition Corp. do not undertake to publicly
update or revise such forward-looking statements even if future
changes make it clear that any projected results or outcomes
expressed or implied therein will not be realized. DATASOURCE:
Goody's Family Clothing, Inc. CONTACT: Edward R. Carlin, Chief
Financial Officer of Goody's Family Clothing, Inc.,
+1-865-966-2000; or Edward McCarthy of D.F. King & Co.,
+1-212-493-6952
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