Featherlite (NASDAQ:FTHR)
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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.