GF Acquisition Corp. Announces Extension of and Amendment to Tender Offer for Goody's Family Clothing, Inc.
13 December 2005 - 11:51PM
PR Newswire (US)
NEW YORK, Dec. 13 /PRNewswire/ -- GF Acquisition Corp. announced
today that it is extending its offer to purchase all outstanding
shares of common stock of Goody's Family Clothing, Inc.
(NASDAQ:GDYS) until 8:00 a.m., New York City time, on Tuesday,
December 27, 2005. The offer had previously been scheduled to
expire on December 12, 2005. According to ComputerShare Shareholder
Services, Inc., the depositary for the offer, as of 5:00 p.m., New
York City time, on December 12, 2005, 26,301,612 shares of common
stock of Goody's Family Clothing, or approximately 79.26% of the
33,183,836 shares issued and outstanding, had been validly tendered
and not withdrawn pursuant to the offer (including shares tendered
via guarantee of delivery). The 26,301,612 tendered shares exclude
the 2,080,100 shares beneficially owned by Prentice Capital
Management, LP. GF Acquisition Corp. also announced it has amended
the terms of its offer to reflect the temporary injunction issued
on December 9, 2005 by the Chancery Court for Knox County,
Tennessee. Such injunction directed that $1,000,000 of the tender
offer proceeds be withheld from payment to Goody's shareholders,
pending determination at a later hearing of the amount of
attorneys' fees, if any, that plaintiffs' counsel are entitled to
receive in connection with the previously announced shareholder
litigation brought against Goody's and certain other defendants. As
a result of this injunction, the $9.60 per share offer price to be
paid to Goody's' shareholders in the offer and merger will be
reduced by approximately $0.03 per share, pending such later
determination. If, following the later hearing, less than
$1,000,000 in attorneys' fees are awarded to plaintiffs' counsel,
an additional payment to Goody's' shareholders and optionholders
will be made in an amount per share (including options to acquire
Goody's' shares with an exercise price of less than $9.60 per
share) equal to (x) the difference between $1,000,000 and the
amount of attorneys' fees so awarded divided by (y) the number of
Goody's' shares outstanding plus the number of shares issuable upon
exercise of options with an exercise price of less than $9.60 per
share. Additional information may be found in an amendment to the
Tender Offer Statement on Schedule TO, which will be filed by GF
Acquisition Corp. and the other bidders named therein with the
Securities and Exchange Commission. Questions and requests for
assistance with respect to the offer may be directed to D.F. King
& Co., the information agent for the offer, at (212) 269-5550
(call collect) or (800) 488-8075 (toll free). About GF Acquisition
Corp. 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. About Goody's Family Clothing, Inc. Goody's, headquartered in
Knoxville, Tennessee, is a retailer of moderately priced family
apparel, and, with the closing of one store in Gainesville, Florida
on November 26, 2005, currently operates 381 stores (compared with
359 stores at November 27, 2004) 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. DATASOURCE: GF Acquisition Corp.
CONTACT: Edward McCarthy, +1-212-493-6952
Copyright
Goodys Family Clothing (NASDAQ:GDYS)
Historical Stock Chart
From Oct 2024 to Nov 2024
Goodys Family Clothing (NASDAQ:GDYS)
Historical Stock Chart
From Nov 2023 to Nov 2024