Clorox Acquisition Of Armor All Products Corporation Clears Antitrust Review; Legal Challenge To Armor All Acquisition Filed In Delaware.OAKLAND, Calif.--(BUSINESS WIRE)--Dec. 16, 1996--The Clorox Company (NYSE NYSE See: New York Stock Exchange :CLX (library, graphics) CLX - The Common Lisp library providing a low-level interface to the X Window System, equivalent to Xlib. Graphics toolkits can be built on top of CLX, e.g. McCLIM, Garnet, CLUE and CLIO. ) today said that the Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Act with respect to Clorox's acquisition of Armor All Products Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :ARMR ARMR Army Readiness and Mobilization Region ) and will not request additional information relating to the acquisition. Clorox will proceed with its cash tender offer of $19.09 per share for approximately 21.4 million Armor All shares which is scheduled to expire at 12:00 a.m. EST EST electroshock therapy. EST abbr. electroshock therapy on Dec. 30, 1996. Subject to the satisfaction of the other conditions to the tender offer, Clorox plans to accept for payment the approximately 21.4 million Armor All shares being sought in the tender offer. On Dec. 4, 1996 a stockholder class action entitled Vogel vs. Armstrong, et al., C.A. No. 15401, was filed 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 in the State of Delaware against Armor All, Armor All's president and members of its board of directors, McKesson Corporation, the majority stockholder of Armor All, and Clorox. The complaint in that action alleges that the Armor All directors breached their fiduciary duties by entering into an agreement to sell the company for a net price per share less than that offered by another party. It claims that, contrary to their fiduciary duties, the directors consummated the Merger Agreement in order to favor McKesson over Armor All's other stockholders. It also alleges that Clorox aided and abetted the breaches of fiduciary duty committed by the directors. The complaint requests that the court enjoin To direct, require, command, or admonish. Enjoin connotes a degree of urgency, as when a court enjoins one party in a lawsuit by ordering the person to do, or refrain from doing, something to prevent permanent loss to the other party or parties. the proposed transaction or, alternatively, rescind the transaction and/or award damages in the event the transaction is consummated. The Clorox Company said there is absolutely no basis for the allegation. It will defend the case vigorously and does not expect it to delay the closing of the tender offer. CONTACT: The Clorox Company Fred Reicker, 510/271-7291/Home: 510/351-7548 (Media) Karen Rose, 510/271-7385 (Investment Community) Ughetta Ugolini, 510/271-2270 (Investment Community) |
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