Sandell Asset Management Corp. Announces Successful Resolution of Lawsuit Against Southern Union Company (NYSE: SUG)
17 1월 2007 - 3:24AM
PR Newswire (US)
Southern Union Amends Contested Bylaw and Acknowledges Timely
Submission and Compliance of Nomination of Director Candidates NEW
YORK, Jan. 16 /PRNewswire/ -- Sandell Asset Management Corp.
announced today that Southern Union Company, in addition to
amending its bylaws in response to Sandell's allegations of
invalidity and stockholder disenfranchisement, has agreed in the
Delaware Court of Chancery that certain provisions of its bylaws
cannot be used to challenge the timing or form of nominations
submitted by Castlerigg Master Investments Ltd., an investment fund
affiliated with Sandell. As a result of Southern Union's agreement,
Castlerigg agreed to voluntarily dismiss its pending lawsuit. This
successfully resolves the litigation that Castlerigg filed on
December 5, 2006 in the Delaware Court of Chancery in which it
charged, among other things, that the director nomination provision
of Southern Union's bylaws is an unlawful entrenchment device that
purports to strip stockholders of their right under Delaware law to
nominate director candidates by providing that candidates must be
approved by a committee of incumbent directors. "While we certainly
would have preferred not to have to go to court to preserve and
enforce our rights as stockholders, we could not be more pleased
with the result. We view this as an important victory for
stockholders against a company with poor corporate governance,"
said Thomas E. Sandell, founder, principal and Chief Executive
Officer of Sandell Asset Management Corp. "We look forward to
presenting our slate of highly qualified independent nominees to
Southern Union's stockholders at the 2007 annual meeting." About
Sandell Asset Management Corp. Sandell Asset Management Corp. is a
multi-billion dollar global investment management firm, founded by
Thomas E. Sandell, that focuses on global corporate events and
restructurings throughout North America, Continental Europe, the
United Kingdom, Latin America and the Asia-Pacific theatres.
Sandell frequently will take an "active involvement" in
facilitating financial or organizational improvements accruing to
the benefit of investors. STOCKHOLDERS OF SOUTHERN UNION COMPANY
ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED
TO THE SOLICITATION OF PROXIES BY SANDELL ASSET MANAGEMENT CORP.
AND CERTAIN OF ITS AFFILIATES AND NOMINEES (COLLECTIVELY, THE
"PARTICIPANTS") FROM SUCH STOCKHOLDERS FOR USE AT THE 2007 ANNUAL
MEETING OF STOCKHOLDERS OF SOUTHERN UNION COMPANY WHEN AND IF THEY
ARE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. WHEN
AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND FORM OF PROXY
WILL BE MAILED TO STOCKHOLDERS OF SOUTHERN UNION COMPANY AND WILL,
ALONG WITH OTHER RELEVANT DOCUMENTS, BE AVAILABLE AT NO CHARGE AT
THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
http://www.sec.gov/ OR BY CONTACTING MACKENZIE PARTNERS, INC. BY
TELEPHONE AT 800-322-2885 OR BY E-MAIL AT . INFORMATION RELATING TO
THE PARTICIPANTS IS CONTAINED IN EXHIBIT 2 TO THE SCHEDULE 14A
FILED BY THE PARTICIPANTS WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JANUARY 16, 2007. DATASOURCE: Sandell Asset
Management Corp. CONTACT: Thomas E. Sandell of Sandell Asset
Management Corp., +1-212-603-5700; or Investors and Analysts,
Charlie Koons or Daniel Burch, both of MacKenzie Partners, Inc.,
+1-212-929-5500, , for Sandell Asset Management Corp.
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