NEW YORK–LAWFUEL – Law News, Law Jobs –Case, Pomeroy & Company, Inc. (the “Company”) (OTC BB: CASPA and CASPB) announced today that it has signed an amendment to the merger agreement entered into as of August 23, 2006 with CP Newco, Inc. under the terms of which the stockholders of the Company (other than certain stockholders affiliated with the Case founding family) will receive $1,855 in cash for each share of the Company’s Class A and Class B common stock they hold, rather than $1,800 per share as set forth in the original merger agreement, and the closing of the transaction will be conditioned on the adoption of the merger agreement by a majority of the disinterested shares (as defined in the amendment to the merger agreement). The transaction is expected to be completed promptly after December 31, 2006.
The Company’s Board of Directors, on the unanimous recommendation of a Special Committee comprised of independent directors, has unanimously approved the amendment to the merger agreement. The amendment was entered into in connection with the agreement in principle to settle litigation styled Golub v. Case, Pomeroy & Company, Inc., et al. pending in the Delaware Court of Chancery.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger described herein, the Company will be distributing a proxy statement to its stockholders. Investors and security holders of the Company are urged to read the proxy statement (including any amendments or supplements thereto) regarding the proposed transaction when it becomes available because it will contain important information about the Company, CP Newco and the proposed transaction. Copies of the proxy statement also can be obtained, without charge, by directing a request to Innisfree M&A, 501 Madison Avenue, New York, New York 10022; Toll Free Telephone: 888-750-5834.
Statements in this press release regarding the Company’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties.