Goodman Global (NYSE:GGL)
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Goodman Global, Inc. (NYSE:GGL), a leading manufacturer of residential
and light commercial heating, ventilation and air-conditioning
equipment, announced today the tentative settlement of two purported
class action lawsuits filed in the District Court of Harris County,
Texas, against Goodman and other named defendants. The two purported
class action lawsuits relate to the proposed acquisition of Goodman by
affiliates of private equity firm Hellman & Friedman LLC and have been
consolidated as Call4U, Ltd. v. Goodman Global, Inc., Cause No.
2007-66888. A memorandum of understanding setting forth the terms of the
settlement was entered into on behalf of plaintiffs, Goodman and the
other named defendants as of January 3, 2008. The proposed settlement is
subject to court approval and certain other conditions.
Goodman and the other defendants deny all allegations of wrongdoing,
fault, liability or damage to the plaintiffs and the putative class in
the consolidated action, deny that they have or are engaged in any
wrongdoing or violation of law or breach of duty and believe they acted
properly at all times. The memorandum of understanding provides for
dismissal of the consolidated action with prejudice upon court approval
of such settlement.
Pursuant to the terms of the memorandum of understanding, Goodman agreed
(i) to disclose certain additional information regarding the transaction
to its stockholders, which additional information is being provided via
a Current Report on Form 8-K that will be filed with the Securities and
Exchange Commission, (ii) with Hellman & Friedman to amend the merger
agreement governing the transaction, which amendment is attached to the
Form 8-K referred to above, to make changes to the non-solicitation
provisions therein, and (iii) to allow its stockholders an additional
period of twenty (20) calendar days, beginning on the date of the
stockholder vote to approve the transaction, within which Goodman’s
stockholders may elect appraisal rights for their shares of Goodman’s
common stock.
The settlement of the consolidated class action will not affect the
merger consideration to be paid in the merger, any other terms of the
merger other than those set forth in the amendment to the merger
agreement or the timing of the special meeting of stockholders held to
approve the merger.
Safe Harbor for Forward-Looking and Cautionary Statements
Certain statements in this press release are “forward-looking
statements” within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. These statements involve a number of risks, uncertainties
and other factors that could cause actual results, performance or
achievements of Goodman to be materially different from any future
results, performance or achievements expressed or implied by these
forward-looking statements.
The words “believe,” “expect,”
“anticipate,” “intend,”
“estimate,” and
other expressions that are predictions of or indicate future events and
trends and that do not relate to historical matters identify
forward-looking statements. Forward-looking statements also include
statements about the following subjects: forecasts and projections of
operating and financial results; changes in weather patterns and
seasonal fluctuations; changes in customer demand due to the
federally-mandated minimum efficiency standard; the maturation of Goodman’s
new company-operated distribution centers; increased competition and
technological changes and advances; increases in the cost of raw
materials and components; Goodman’s relations
with its independent distributors; and damage or injury caused by Goodman’s
products. Goodman undertakes no obligation to publicly update or revise
any forward-looking statement, whether as a result of new information,
future events, changed circumstances or otherwise. These forward-looking
statements are subject to numerous risks and uncertainties, including,
but not limited to, the impact of general economic conditions in the
regions in which Goodman does business; general industry conditions,
including competition and product, raw material and energy prices; the
realization of expected tax benefits; changes in exchange rates and
currency values; capital expenditure requirements; access to capital
markets and the risks and uncertainties described under “Risk
Factors” contained in Goodman’s
Annual Report on Form 10-K filed with the Securities and Exchange
Commission.
About Goodman
Houston-based Goodman Global, Inc. is the second-largest domestic unit
manufacturer of heating, ventilation and air conditioning products for
residential and light-commercial use. Goodman’s
products are predominantly marketed under the Goodman®,
Amana® and Quietflex®
brand names, and are sold through company-operated and independent
distribution networks with more than 850 distribution points throughout
North America. For more information about Goodman, visit www.goodmanglobal.com.
Amana® is a
trademark of Maytag Corporation and is used under license to Goodman
Company, L.P. All rights reserved.