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MARVEL ENTERTAINMENT AND FLEER AGREE TO SETTLE LITIGATION CHALLENGING ACQUISITION; TENDER OFFER EXTENDED TO MIDNIGHT (EDT) AUG. 31, 1992

MARVEL ENTERTAINMENT AND FLEER AGREE TO SETTLE LITIGATION CHALLENGING
 ACQUISITION; TENDER OFFER EXTENDED TO MIDNIGHT (EDT) AUG. 31, 1992
 NEW YORK, Aug. 18 /PRNewswire/ -- Marvel Entertainment Group, Inc. (NYSE: MRV) and Fleer Corp. (NASDAQ: FLER) announced today that they have entered into a settlement with the class action plaintiffs in the consolidated litigation which had challenged the acquisition of Fleer by Marvel.
 As previously announced, Marvel and Fleer have entered into a merger agreement which provides for a tender offer for all outstanding Fleer common shares at $28 per share in cash and a follow up merger at the same price.
 Marvel has extended the expiration date of the tender offer seven days, to midnight, New York City time, on Monday, Aug. 31, 1992.
 A Marvel spokesperson said, "The price to be paid in the offer and the merger will not be affected by the settlement. Marvel expects that other than as announced today, the acquisition will proceed as planned."
 The settlement agreement provides, among other things, that
 (i) the expiration date of the offer be extended seven days to midnight, New York City time, on Monday, Aug. 31, 1992,
 (ii) the stock option agreement, under which Fleer had granted Marvel an option to purchase 2,359,000 authorized but unissued shares at $28 per share under certain circumstances, be terminated,
 (iii) the $6.5 million "break-up" fee which Fleer would pay Marvel under certain circumstances be reduced to $4.5 million,
 (iv) Fleer provide to any person entitled to receive information in accordance with the merger agreement between Marvel and Fleer access to the same confidential information provided by Fleer to Marvel,
 (v) plaintiffs' counsel be granted an opportunity to comment on a supplement to Marvel's offer to purchase relating to the offer and an amendment to Fleer's Schedule 14D-9 relating to the offer,
 (vi) plaintiffs withdraw their motion for a preliminary injunction with respect to the offer,
 (vii) the litigation by the class, consisting generally of all stockholders of Fleer from July 24, 1992 to the date of the merger, be dismissed with prejudice, and
 (viii) the defendants and certain related parties be released from all claims relating to the acquisition of Fleer by Marvel.
 The settlement and release are conditioned on, among other things, approval by the Delaware Chancery Court. However, other than the dismissal of the complaint and the release of the defendants, all of the changes required by the settlement have taken place. The waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the offer and the merger have been terminated. Approximately 430,000 Fleer shares have been tendered to date.
 Marvel is the largest creator of comic books and other illustrated material in North America. Fleer is a leading marketer of sports picture cards (baseball, football and basketball) and confectionery products, including Dubble Bubble gum products.
 -0- 8/18/92
 /CONTACT: Pam Rutt of Marvel Entertainment Group, 212-576-8535; Investors, Gary Fishman of Hudson Stone Group, 212-983-8550, for Marvel; or Matthew Harrington of Edelman Worldwide, 212-704-8103, for Fleer/
 (MRV FLER) CO: Marvel Entertainment, Fleer Corp. ST: New York IN: ENT SU: TNM


SM -- NY004 -- 0797 08/18/92 08:08 EDT
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Publication:PR Newswire
Date:Aug 18, 1992
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