ADVO Sues Valassis to Enforce Merger Agreement.WINDSOR, Conn. -- ADVO, Inc. (NYSE NYSE See: New York Stock Exchange : AD) today announced that it has filed an answer and counterclaims in response to the complaint filed last week by 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 ) in the Court of Chancery court of chancery n. pl. courts of chancery A court with jurisdiction in equity. Noun 1. court of chancery - a court with jurisdiction in equity chancery for New Castle County, Delaware New Castle County is the northernmost of the three counties of the U.S. state of Delaware. As of 2000 its population was 500,265. The county seat is Wilmington. The center of population of Delaware is located in New Castle County, in the town of Townsend [1]. . ADVO's counterclaims seek, among other things: --A court declaration that Valassis has no right to rescind To declare a contract void—of no legal force or binding effect—from its inception and thereby restore the parties to the positions they would have occupied had no contract ever been made. rescind v. or terminate or otherwise evade e·vade v. e·vad·ed, e·vad·ing, e·vades v.tr. 1. To escape or avoid by cleverness or deceit: evade arrest. 2. a. its obligations under the July 5, 2006, binding definitive merger agreement; --A decree of specific performance requiring Valassis to consummate To carry into completion; to fulfill; to accomplish. A Common-Law Marriage is consummated when the parties live in a manner intended to bring about public recognition of their relationship as Husband and Wife. its acquisition of ADVO at $37 per share; and --An order requiring Valassis to pay interest from September 15, 2006, on the $37 per share merger consideration due to ADVO stockholders. Assuming ADVO stockholder approval of the merger agreement at the special stockholders meeting on September 13, 2006, all of the conditions to closing the merger will be satisfied as of that date, and the terms of the merger agreement require Valassis to consummate the merger within two business days thereafter, or by September 15, 2006. ADVO expects that the answer and counterclaims, in a somewhat redacted format to protect non-public, competitively sensitive information regarding ADVO's business, will be available shortly and will be posted to ADVO's website. 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. |
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