Printer Friendly
The Free Library
14,633,884 articles and books
Member login
User name  
Password 
 
Join us Forgot password?

ADVO Mails Supplemental Proxy Materials for Special Meeting of Stockholders on September 13, 2006, to Vote on Proposal to Adopt Merger Agreement.


WINDSOR, Conn. -- ADVO, Inc. (NYSE NYSE

See: New York Stock Exchange
: AD) today announced that it will begin mailing supplemental proxy materials Proxy Materials

Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other
 in connection with the Special Meeting of Stockholders scheduled for September 13, 2006, at which stockholders will vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of July 5, 2006, among ADVO, Valassis Communications, Inc. (NYSE: VCI VCI Verband Der Chemischen Industrie (German: federation of chemical Industries)
VCI Virtual Channel Identifier (used in Asynchronous Transfer Mode)
VCI Veterinary Council of India
VCI Virtual-Circuit Identifier
) and Michigan Acquisition Corporation, a wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
 of Valassis. Under the terms of the transaction, ADVO stockholders will have the right to receive $37.00 in cash per share upon completion of the merger.

The Special Meeting remains scheduled for September 13, 2006, at 10:00 a.m. Eastern Time, at One Targeting Centre, Windsor, CT. Stockholders of record at the close of business on August 4, 2006, will be entitled to vote at the Special Meeting.

ADVO's Board of Directors unanimously recommends that ADVO stockholders vote "FOR" the adoption of the merger agreement.

As previously disclosed, on August 30, 2006, Valassis commenced litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 in the Delaware Chancery Court The Chancery Court of York is an ecclesiastical court for the Province of York of the Church of England.

The presiding officer, the Official Principal and Auditor, has been the same person as the Dean of the Arches since the nineteenth century .
 seeking to rescind the merger agreement. ADVO believes that Valassis' claims are without merit and are nothing more than an extreme case of buyer's remorse arising from the negative reaction by Valassis' stockholders and analysts to the announcement of the transaction. The lawsuit appears to be a tactic designed to pressure ADVO to agree to a price lower than the parties' binding agreement requires.

ADVO remains committed to the transactions contemplated by the binding merger agreement and stands ready to close the transaction following stockholder approval. ADVO will vigorously defend itself against Valassis' claims and plans to file an answer to Valassis' complaint promptly with the Delaware Chancery Court, as well as a counterclaim A claim by a defendant opposing the claim of the plaintiff and seeking some relief from the plaintiff for the defendant.

A counterclaim contains assertions that the defendant could have made by starting a lawsuit if the plaintiff had not already begun the action.
 that will ask the court to order Valassis to perform its obligations under the merger agreement, including consummating the merger at the agreed upon price of $37 price per share.

Stockholders who have questions about the Special Meeting or the merger after reading the supplemental proxy materials or the proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 should contact the Company's proxy solicitors, Mellon Investor Services LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, at 1-866-768-4962.

About ADVO

ADVO is the nation's leading direct mail media company, with annual revenues of nearly $1.4 billion. Serving 17,000 national, regional and local retailers, the company reaches 114 million households, more than 90% of the nation's homes, with its ShopWise(R) shared mail advertising.

The company's industry-leading targeting technology, coupled with its unparalleled logistics capabilities, enable retailers seeking superior return on investment to target, version and deliver their print advertising directly to consumers most likely to respond.

Demonstrating ADVO's effectiveness as a print medium, the company's "Have You Seen Me? (R)" missing child card, distributed with each ShopWise(R) package, is the most recognized mail in America. This signature public service program has been responsible for safely recovering 143 children. The program was created in partnership with the National Center for Missing & Exploited Children and the U.S. Postal Service The U.S. Postal Service (USPS) processes and delivers mail to individuals and businesses within the United States. The service seeks to improve its performance through the development of efficient mail-handling systems and operates its own planning and engineering programs.  in 1985.

ADVO employs 3,700 people at its 24 mail processing facilities, 33 sales offices and headquarters in Windsor, CT. The company can be visited online at www.ADVO.com.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

 Reader Opinion

Title:

Comment:



 

Article Details
Printer friendly Cite/link Email Feedback
Publication:Business Wire
Geographic Code:1USA
Date:Sep 5, 2006
Words:519
Previous Article:Triad to Give Presentation at Bear Stearns Healthcare Conference.
Next Article:Dell Joins Outstanding Keynote Line-Up at the 2007 International CES; Michael Dell Slated for Day Two Keynote Addresses at The Venetian.
Topics:



Related Articles
Cadence Raises Purchase Price for Quickturn to $15 Per Share.
Syncor Adjourns Special Meeting to Vote on Acquisition by Cardinal Health.
Westland and SHNM Acquisition Corp. Agree to Increased Price for Acquisition of Westland.
ADVO Declares Quarterly Dividend.
ADVO Announces Date for Special Stockholder Meeting to Vote on Merger Agreement.
ADVO Responds to Valassis' Meritless Claims.
ADVO Sues Valassis to Enforce Merger Agreement.
ADVO Stockholders Overwhelmingly Approve Merger Agreement with Valassis.
The BIGP - Karpus Group and Seligman Quality Municipal Fund (NYSE: SQF) Settle Proxy Contest.
ADVO Announces Date for Special Stockholder Meeting to Vote on Amended Merger Agreement.

Terms of use | Copyright © 2009 Farlex, Inc. | Feedback | For webmasters | Submit articles