Chateau Communities Reaches Agreement in Principle to Settle Stockholder Actions.Business Editors/Real Estate Writers GREENWOOD VILLAGE, Colo.--(BUSINESS WIRE)--Sept. 17, 2003 Chateau Communities, Inc. (the "Company")(NYSE NYSE See: New York Stock Exchange :CPJ CPJ Committee to Protect Journalists CPJ Citizens for Public Justice (Canada) CPJ Center for Public Justice CPJ Critical Path Job CPJ Common Place Journal CPJ Controlled Pipe Joints CPJ Cooperative Programming in Java CPJ Cd Project ) announced today that it reached an agreement in principle to settle the stockholder actions brought in connection with the Company's proposed acquisition by Hometown home·town n. The town or city of one's birth, rearing, or main residence. Noun 1. hometown - the town (or city) where you grew up or where you have your principal residence; "he never went back to his hometown again" America, L.L.C. ("Hometown") pursuant to a merger agreement entered into by the Company, Hometown, Hometown America Holdings, L.L.C., ROC Communities, Inc., and CP Limited Partnership on May 29, 2003. The actions were filed in the Circuit Court for Baltimore City, Maryland, against the Company and members of its Board of Directors. The merger agreement currently provides that the Company will pay to Hometown, in certain circumstances, a termination fee termination fee The one-time charge for terminating or transferring an individual retirement account. If a financial institution charges a termination fee, the fee must be spelled out in the original agreement that is signed when the account is opened. of $40 million as well as up to $15 million as reimbursement Reimbursement Payment made to someone for out-of-pocket expenses has incurred. for Hometown's out-of-pocket expenses out-of-pocket expenses n. moneys paid directly for necessary items by a contractor, trustee, executor, administrator or any person responsible to cover expenses not detailed by agreement. incurred in connection with the proposed transactions. In connection with the proposed settlement, Hometown has agreed to unconditionally waive To intentionally or voluntarily relinquish a known right or engage in conduct warranting an inference that a right has been surrendered. For example, an individual is said to waive the right to bring a tort action when he or she renounces the remedy provided by law for such its right to receive any portion of the termination fee greater than $25 million otherwise payable to Hometown. Hometown would continue to be entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to reimbursement of its expenses up to $15 million. Also in connection with this proposed settlement, the Company has agreed to provide certain additional disclosures to its stockholders, including certain information concerning the Company's historical and projected financial results. Further details concerning the proposed settlement will be mailed to shareholders of the Company at a later date. The agreement in principle, other than the waiver of $15 million of the termination fee, is subject to customary conditions including definitive documentation and court approval following notice to the stockholders of the Company and a hearing. A hearing will be scheduled at which the Court will consider the fairness, reasonableness and adequacy of the settlement which, if finally approved by the Court, will resolve all of the claims that were or could have been brought in the action being settled, including all claims relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the merger agreement. The other terms of the merger agreement are not affected by the proposed settlement. Cautionary Statement Concerning Forward-Looking Information This press release (including information incorporated by reference) contains certain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. , including relating to the financial condition, results of operations, plans, objectives, future performance and businesses of the Company, as well as information relating to the merger, the merger agreement and the other transactions contemplated by the merger agreement, including, statements concerning the expected closing of the merger, the conduct of the business of the Company if the merger is not completed and tax consequences of the merger. These statements include statements regarding the intent, belief or current expectations of the Company and members of the Company's management team, as well as the assumptions on which those statements are based. Words such as "believes," "expects," "anticipate," "intends," "plans," "estimates" and variations of such words and similar words also identify forward-looking statements. These forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties; actual events and results may differ materially from those contemplated by the forward-looking statements. We caution you not to place undue reliance on any such forward-looking statements. The Company undertakes no obligation to update or revise forward-looking statements in this press release to reflect changes in assumptions, the occurrence of unanticipated events, or changes in future operating results over time. Such statements speak only as of the date that they are made. The preferred units which may be obtained by unitholders of preferred units of the Company in connection with the merger will not be registered under the Securities Act of 1933 or any state securities law and may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell and is not an offering or a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offering in respect of such securities and should not be construed as an offering of any kind or the solicitation of an offer to buy in any state or jurisdiction to any person to whom it is unlawful to make such offer or solicitation. The Company has filed 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. and other relevant documents concerning its merger with a subsidiary of Hometown America, L.L.C. with the SEC. INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED IN THE FUTURE WITH THE SEC BECAUSE THOSE DOCUMENTS CONTAIN IMPORTANT INFORMATION. D.F. King & Co., Inc. was engaged as the Company's proxy solicitor Proxy Solicitor A specialist (firm) hired to gather proxy votes. in connection with the solicitation of proxies from Company stockholders relating to the proposed transaction. Proxies may also be solicited on behalf of the Company by members of its board of directors and executive officers. Information about such persons can be found in the Company's definitive proxy statement relating to its 2003 Annual Meeting of Stockholders, which is available without charge through the SEC's Internet website at http://www.sec.gov or through the Company's Internet website at http://www.chateaucomm.com. Investors can obtain the proxy statement and other relevant documents, including the merger agreement relating to the proposed transaction, without charge through the SEC's Internet website at http://www.sec.gov or through the Company's Internet website at http://www.chateaucomm.com. |
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