Crowley Settles Stockholder Lawsuit.Going-Private Tender Offer Commenced Pursuant to Settlement JACKSONVILLE, Fla. -- Crowley Maritime Crowley Maritime Corporation, based in Oakland, CA, and founded in 1892, is primarily a family and employee-owned company that provides transportation and logistics services in U.S. Corporation ("Crowley") today announced that it had reached a proposed settlement in the pending Franklin Balance Sheet Investment Fund v Crowley ("Franklin") 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. , a purported pur·port·ed adj. Assumed to be such; supposed: the purported author of the story. pur·port  ed·ly adv. class action and
derivative complaint filed in November 2004 against certain members of
the board of directors and Crowley. The plaintiffs in that lawsuit have
agreed to its dismissal if they and the other unaffiliated holders of
Crowley common stock have the opportunity, through a tender offer, to
sell their common stock for $2,990 per share in cash.
To this end, Crowley Newco Corporation (the "Purchaser"), a company formed by Thomas B. Crowley, Jr., Chairman and President of Crowley, today announced that it has commenced a tender offer to purchase all of the Crowley common stock that it does not beneficially own for $2,990 per share in cash, net to the seller. The Purchaser is also making the tender offer as part of its goal of acquiring the entire equity interest in Crowley not beneficially owned by it. If the tender offer is successful, the Purchaser intends to merge with and into Crowley as soon as practicable. In the merger, each issued and outstanding share of capital stock of Crowley (other than shares held by the Purchaser and shares held by stockholders who have properly exercised appraisal rights Appraisal rights A right of shareholders in a merger to demand the payment of a fair price for their shares, as determined independently. ) would be converted into the right to receive, in the case of common stock, cash in the amount of $2,990 per share and, in the case of Series A Convertible Junior Subordinated Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. , cash in the amount of $249.16 per share (plus all unpaid cumulative dividends thereon there·on adv. 1. On or upon this, that, or it. 2. Archaic Following that immediately; thereupon. Adv. 1. thereon - on that; "text and commentary thereon" on it, on that to the date of the merger). Crowley will be the surviving entity in the merger. After the merger, Crowley will be owned of record and/or beneficially exclusively by the persons who have committed to contribute their capital stock of Crowley to the Purchaser in exchange for capital stock in the Purchaser and would no longer be a public company. Based upon a recommendation of a Special Committee of independent directors of the Crowley Board of Directors, a majority of the Board of Directors has (i) determined that the tender offer is fair to and in the best interests of, the unaffiliated stockholders, and (ii) recommended that the unaffiliated stockholders accept the tender offer and tender their shares of common stock. In addition to other conditions, the tender offer is conditioned upon 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 . approving the settlement of Franklin, dismissing the lawsuit and the time for appeal of the Court's approval having expired and the Purchaser owning after the tender offer at least 95% of the outstanding Crowley common stock. It is also conditioned upon the tender of a majority of the outstanding shares of common stock held by Crowley's unaffiliated stockholders. The Purchaser will not 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 this condition. As a result of binding agreements with certain stockholders, the Purchaser currently beneficially owns approximately 65.2% of the outstanding common stock. While the tender offer is proceeding, the putative Alleged; supposed; reputed. A putative father is the individual who is alleged to be the father of an illegitimate child. A putative marriage is one that has been contracted in Good Faith and pursuant to ignorance, by one or both parties, that certain class and the Crowley stockholders will be provided notice of the proposed settlement and a hearing will be held by the Delaware Chancery Court to determine whether the Franklin settlement will be approved. The tender offer and withdrawal rights will expire at 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on Friday, April 20, 2007, unless extended to accommodate the Franklin settlement process or for other reasons. The complete terms and conditions of the tender offer are set forth in an Offer to Purchase, a letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and other related materials which are being filed with the Securities and Exchange Commission (the "SEC") and distributed to Crowley stockholders. Crowley will file a solicitation/recommendation statement relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the tender offer with the SEC and the position expressed in such statement is being distributed to Crowley stockholders in the tender offer documents. Crowley stockholders and other interested parties are urged to read the Offer to Purchase and related materials, and the solicitation/recommendation statement because they will contain important information. Investors will be able to receive such documents free of charge at the SEC's web site, www.sec.gov, or by contacting the Information Agent for the transaction, D.F. King & Co., Inc. Banks and brokers can call collect: 212-269-5550; all others can call toll free: 800-487-4870. This press release is not an offer to purchase, 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 offer to purchase or an offer to sell securities. Such an offer or solicitation is only made pursuant to the Offer to Purchase filed with the SEC. Jacksonville, Fla.-based Crowley Maritime Corporation, founded in San Francisco San Francisco (săn frănsĭs`kō), city (1990 pop. 723,959), coextensive with San Francisco co., W Calif., on the tip of a peninsula between the Pacific Ocean and San Francisco Bay, which are connected by the strait known as the Golden in 1892, is primarily a family and employee-owned company that provides diversified transportation and logistics services in domestic and international markets by means of four operating lines of business: Liner Services; Logistics Services; Petroleum Services and Marine Services. Other services provided within these business lines include contract towing and transportation; ship assist and escort; energy support; salvage and emergency response; vessel management, and petroleum and chemical transportation, distribution and sales. Additional information about Crowley, its subsidiaries and business units may be found on the Internet at www.crowley.com. |
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