CEVA (Apollo group) fusionnerait avec EGL !

CEVA (Apollo group) fusionnerait avec EGL !

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Selon Eyefortransport (8/5/2007) :

The Special Committee of EGL’s Board of Directors has determined that the definitive proposal received from CEVA Group is superior to the proposed merger agreement entered into between EGL and the bidding group led by the EGL’s chairman & CEO (the Crane group)."

Par ailleurs, on lit dans le ommuniqué d'EGL (7 mai 2007)

HOUSTON, May 7 /PRNewswire-FirstCall/ -- EGL, Inc. (Nasdaq: EAGL) ("EGL" or the "Company"), announced today that the Special Committee of its Board of Directors has determined that the definitive proposal received from CEVA Group Plc, a UK public company that is owned by affiliates of Apollo Management, L.P. (the "Apollo group"), is a superior proposal as defined in the merger agreement entered into between EGL and entities affiliated with James R. Crane, EGL's largest shareholder, Chief Executive Officer and Chairman of the Board, together with investment funds affiliated with Centerbridge Partners, L.P. and The Woodbridge Company Limited (the "Crane group").
The Apollo group's proposal is to acquire EGL in a merger transaction in which the holders of EGL common stock would receive $43.00 per share in cash. The current agreement with the Crane group provides for EGL's shareholders to receive $38.00 per share in cash.
While at this time the current merger agreement with the Crane group remains in effect, the Special Committee has notified the Crane group of its determination and its availability to discuss and negotiate any revised proposal that the Crane group wishes to make during the period provided by the agreement, which period will end at the close of business on May 11, 2007. At that time, the Special Committee would consider whether the terms of the Apollo group proposal remains a superior proposal, and, if so, the Board of Directors and the Special Committee would then consider whether to take such actions as would be necessary and proper to terminate the merger agreement with the Crane group and enter into an agreement with the Apollo group.
The current agreement with the Crane group may be terminated under certain circumstances, including if the Board or Special Committee has determined in good faith that it has received a superior proposal and otherwise complies with certain terms of the agreement, including the payment by EGL of a $30 million termination fee.
The Special Committee cautions that there can be no assurance that the Apollo group's proposal will lead to the termination of the merger agreement with the Crane group and the execution of a definitive agreement with the Apollo group, or that the proposed transaction with the Apollo group will be approved or consummated.
Important Additional Information Regarding the Merger with the Crane Group will be Filed with the SEC:
In connection with the proposed merger with the Crane group (the "Crane Merger"), the Company will file a proxy statement with the Securities and Exchange Commission (the "SEC"). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE CRANE MERGER AND THE PARTIES TO THE CRANE MERGER. Investors and security holders may obtain a free copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. The Company's security holders and other interested parties will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Investor Relations, EGL, Inc., 15350 Vickery Drive, Houston, Texas 77032, telephone (281) 618-3100, or from the Company's website, www.eaglegl.com.
The Company and its directors, executive officers and other members of its management and employees (including, without limitation, Mr. Crane) may be deemed to be participants in the solicitation of proxies from the Company's shareholders with respect to the Crane Merger. Information about the Company's directors and executive officers and their ownership of the Company's common stock is set forth in the Company's Form 10-K/A filed on April 30, 2007. Shareholders and investors may obtain additional information regarding the interests of the Company and its directors and executive officers in the Crane Merger, which may be different than those of the Company's shareholders generally, by reading the proxy statement and other relevant documents regarding the Crane Merger, which will be filed with the SEC.
CAUTIONARY STATEMENTS
The statements included in this news release regarding any transaction with the Apollo group or the Crane group, including the timing thereof, the likelihood that either such transaction could be consummated, any future actions by the Apollo group or the Crane group and other statements that are not historical facts, are forward-looking statements. These statements involve risks and uncertainties including, but not limited to, market conditions, availability and terms of acquisition financing, approval of the Apollo group's proposal by the special committee and board, ability of Apollo and the Company to agree to definitive documents, the Company's ability to satisfy certain terms of the Crane group merger agreement (including certain determinations by the special committee and the board), satisfaction of closing conditions, actions by the Apollo group and Crane group and other factors detailed in risk factors and elsewhere in the Company's most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize (or the consequences of such a development worsen), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. The Company disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
SOURCE EGL, Inc.
05/07/2007
CONTACT: Michael Slaughter, Chief Accounting Officer of EGL, Inc., +1-281-618-3428
1861 05/07/2007 08:25 EDT http://www.prnewswire.com
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