Goodman Stockholders Approve Acquisition by Hellman & Friedman LLC
12 1월 2008 - 12:32AM
Business Wire
Goodman Global, Inc. (NYSE:GGL), a leading manufacturer of
residential and light commercial heating, ventilation and
air-conditioning equipment, today announced that at a special
meeting held today, its stockholders approved the merger agreement
with affiliates of the private equity firm Hellman & Friedman
LLC. Goodman also announced today that it will satisfy the closing
condition set forth in its merger agreement that requires Goodman
to achieve EBITDA of at least $255 million for the fiscal year
ended December 31, 2007. While Goodman has not yet completed its
financial statements for the 2007 fiscal year, it confirms that,
for the fiscal year ended December 31, 2007, EBIDTA (as defined in
the merger agreement), on a consolidated basis, will not be less
than $255 million. As previously announced, on October 22, 2007,
Goodman Global, Inc. and affiliates of Hellman & Friedman
entered into a definitive merger agreement, pursuant to which an
affiliate of Hellman & Friedman would acquire all of the
outstanding common stock of Goodman for $25.60 per share in cash,
without interest. Subject to the satisfaction or waiver of the
remaining closing conditions, the transaction is expected to be
completed in the first quarter of 2008. Safe Harbor for
Forward-Looking and Cautionary Statements Certain statements in
this press release are �forward-looking statements� within the
meaning of Section�27A of the Securities Act of 1933 and
Section�21E of the Securities Exchange Act of 1934. These
statements involve a number of risks, uncertainties and other
factors that could cause actual results, performance or
achievements of Goodman to be materially different from any future
results, performance or achievements expressed or implied by these
forward-looking statements. The words �believe,� �expect,�
�anticipate,� �intend,� �estimate,� and other expressions that are
predictions of or indicate future events and trends and that do not
relate to historical matters identify forward-looking statements.
Forward-looking statements also include statements about the
following subjects: forecasts and projections of operating and
financial results; changes in weather patterns and seasonal
fluctuations; changes in customer demand due to the
federally-mandated minimum efficiency standard; the maturation of
Goodman�s new company-operated distribution centers; increased
competition and technological changes and advances; increases in
the cost of raw materials and components; Goodman�s relations with
its independent distributors; and damage or injury caused by
Goodman�s products. Goodman undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events, changed circumstances or
otherwise. These forward-looking statements are subject to numerous
risks and uncertainties, including, but not limited to, the impact
of general economic conditions in the regions in which Goodman does
business; general industry conditions, including competition and
product, raw material and energy prices; the realization of
expected tax benefits; changes in exchange rates and currency
values; capital expenditure requirements; access to capital markets
and the risks and uncertainties described under �Risk Factors�
contained in Goodman�s Annual Report on Form 10-K filed with the
Securities and Exchange Commission. About Goodman Houston-based
Goodman Global, Inc. is the second-largest domestic unit
manufacturer of heating, ventilation and air conditioning products
for residential and light-commercial use. Goodman�s products are
predominantly marketed under the Goodman�, Amana� and Quietflex�
brand names, and are sold through company-operated and independent
distribution networks with more than 850 distribution points
throughout North America. For more information about Goodman, visit
www.goodmanglobal.com. Amana� is a trademark of Maytag Corporation
and is used under license to Goodman Company, L.P. All rights
reserved.
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