GTCR Extends Offer for Protection One; Announces Settlement of Transaction-Related Litigation
May 24 2010 - 12:35PM
Business Wire
GTCR, one of the country’s leading private equity firms,
announced today it has extended the expiration date of the tender
offer by its affiliate Protection Acquisition Sub, Inc. for all
outstanding common shares of Protection One, Inc. (NASDAQ: PONE), a
national provider of electronic security alarm monitoring services.
The offer and withdrawal rights described in the Offer to Purchase
have been extended and will now expire at 9:00 a.m., New York City
time, on June 4, 2010, unless the offer is further extended or
earlier terminated. The offer had been previously scheduled to
expire at 9:00 a.m., New York City time, on June 2, 2010.
GTCR also announced the settlement of the purported class action
lawsuits filed in the Court of Chancery in the State of Delaware
and in the District Court of Douglas County in the State of Kansas
related to the proposed acquisition of Protection One. Under the
terms of the settlement, among other things, GTCR and Protection
One have agreed to make certain additional information available to
Protection One stockholders and, subject to completion of the
transaction and final approval of the settlement, Protection One
has agreed to make a settlement payment of $3,250,000 to be
distributed pro rata to the public stockholders of Protection One
who hold Protection One stock as of the close of business on the
day before the expiration of the offer. The settlement payment will
be made following receipt of court approvals of the settlement,
which will be after the completion of the tender offer and the
merger. The payment is separate from the consideration to be paid
in the tender offer and the merger and will be paid only to the
plaintiff class of stockholders, which excludes the defendants and
their affiliates. GTCR and the other defendants specifically deny
all the allegations made in the lawsuits and the memorandum of
understanding entered into for the settlement contains no admission
of wrongdoing. The settlement is conditioned upon, among other
things, confirmatory discovery by the plaintiffs, negotiation of a
final stipulation of settlement and receipt of final required court
approvals. The complete terms and conditions of the settlement are
set forth in the memorandum of understanding, a copy of which has
been filed by GTCR and Protection One with the SEC.
Based on information received from BNY Mellon Shareowner
Services, the depositary for the tender offer, as of 5:00
p.m. New York City time on Friday, May 21, 2010,
297,479 shares of Protection One common stock had been
tendered in and not withdrawn from the offer. Stockholders who
have already tendered their shares do not have to re-tender their
shares or take any other action as a result of the extension of the
expiration date.
About GTCR
Founded in 1980, GTCR is a leading private equity firm focused
on investing in growth companies in the Financial Services
& Technology, Healthcare and Information
Services & Technology industries. The Chicago-based firm
pioneered the “Leaders Strategy” – finding and partnering with
world-class leaders as the critical first step in identifying,
acquiring and building market-leading companies through
acquisitions and organic growth. Since its inception, GTCR has
invested more than $8 billion in over 200 companies. For more
information, please visit www.gtcr.com.
About Protection One
Protection One is one of the largest vertically integrated
national providers of sales, installation, monitoring, and
maintenance of electronic security systems to homes and businesses
and has been recognized as one of "America's Most Trustworthy
Companies" by Forbes.com. Network Multifamily, Protection
One's wholly owned subsidiary, is the largest security provider to
the multifamily housing market. Protection One also owns the
nation's largest provider of wholesale monitoring services, the
combined operations of CMS and Criticom International. For
more information about Protection One, visit
www.ProtectionOne.com.
Important Information about the Tender Offer
This communication is neither an offer to purchase nor
solicitation of an offer to sell securities. The tender offer is
being made subject to a tender offer statement on Schedule TO
(including the Offer to Purchase, the related Letter of Transmittal
and other tender offer materials) filed by Protection Acquisition
Sub, Inc. and Protection Holdings, LLC, affiliates of GTCR, on May
3, 2010 for the outstanding shares of Protection One’s common
stock. Protection One filed a solicitation/recommendation statement
with respect with respect to the tender offer on Schedule 14D-9 on
May 3, 2010. Both the Schedule TO, the Offer to Purchase and the
Schedule 14D-9 were subsequently amended and supplemented on
May 11, May 17, and May 21, 2010. These materials, as they may
be amended from time to time, contain important information,
including the terms and conditions of the offer and Protection
One’s' Board of Directors recommendation of the tender offer, that
should be read carefully before any decision is made with respect
to the tender offer. These materials have been made available to
Protection One’s stockholders for free and may be obtained at no
charge upon request to Innisfree M&A Incorporated, the
information agent for the tender offer at (888) 750-5834 (toll
free). In addition, all of those materials (and all other offer
documents filed with the SEC) are available for free on the SEC’s
website: www.sec.gov.
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