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, today announced that at a special meeting held today, its
stockholders approved the merger agreement with affiliates of the
private equity firm Hellman & Friedman LLC.
Goodman also announced today that it will satisfy the closing condition
set forth in its merger agreement that requires Goodman to achieve
EBITDA of at least $255 million for the fiscal year ended December 31,
2007. While Goodman has not yet completed its financial statements for
the 2007 fiscal year, it confirms that, for the fiscal year ended
December 31, 2007, EBIDTA (as defined in the merger agreement), on a
consolidated basis, will not be less than $255 million.
As previously announced, on October 22, 2007, Goodman Global, Inc. and
affiliates of Hellman & Friedman entered into a definitive merger
agreement, pursuant to which an affiliate of Hellman & Friedman would
acquire all of the outstanding common stock of Goodman for $25.60 per
share in cash, without interest. Subject to the satisfaction or waiver
of the remaining closing conditions, the transaction is expected to be
completed in the first quarter of 2008.
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.