Case, Pomeroy & Company, Inc. (OTC BB: CASPA and CASPB) Announces Amendment of Merger Agreement and Agreement in Principle to Settle Litigation.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Case, Pomeroy & Company, Inc. (the "Company") (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). BB: CASPA CASPA Central Application Service for Physician Assistants CASPA Chinese American Semiconductor Professional Association CASPA Colorado Association of School Personnel Administrators CASPA Coalition for Auto Glass Safety & Public Awareness and CASPB) announced today that it has signed an amendment to the merger agreement entered into as of August 23, 2006 with CP Newco, Inc. under the terms of which the stockholders of the Company (other than certain stockholders affiliated with the Case founding family) will receive $1,855 in cash for each share of the Company's Class A and Class B common stock they hold, rather than $1,800 per share as set forth in the original merger agreement, and the closing of the transaction will be conditioned on the adoption of the merger agreement by a majority of the disinterested shares (as defined in the amendment to the merger agreement). The transaction is expected to be completed promptly after December 31, 2006. The Company's Board of Directors, on the unanimous recommendation of a Special Committee comprised of independent directors, has unanimously approved the amendment to the merger agreement. The amendment was entered into in connection with the agreement in principle to settle 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. styled Golub v. Case, Pomeroy & Company, Inc., et al. pending in the Delaware 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 . Additional Information about the Merger and Where to Find It In connection with the proposed merger described herein, the Company will be distributing a 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. to its stockholders. Investors and security holders of the Company are urged to read the proxy statement (including any amendments or supplements thereto) regarding the proposed transaction when it becomes available because it will contain important information about the Company, CP Newco and the proposed transaction. Copies of the proxy statement also can be obtained, without charge, by directing a request to Innisfree M&A, 501 Madison Avenue Madison Avenue, celebrated street of Manhattan, borough of New York City. It runs from Madison Square (23d St.) to the Madison Bridge over the Harlem River (138th St.). In the 1940s and 50s, some of the major U.S. , New York, New York 10022; Toll Free Telephone: 888-750-5834. Statements in this press release regarding the Company's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. |
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