Valassis and ADVO agreed to amend the Merger and Settle Litigation
Livonia, me, and Windsor, Connecticut, December 19 / PRNewswire-FirstCall / - Valassis and ADVO, Inc. announced today that the companies have amended the terms of their definitive merger agreement. Among the amended terms, Valassis acquires all shares of ADVO stock for $ 33 per share in cash, totalling about 1.2 billion dollars (on the basis verwässerter), of which approximately $ 125 million in the ADVO long-term debt planned to refinance Valassis. Under the agreement is that companies have agreed to conduct dismissals with prejudice their pending litigation in the Court of Chancery in New Castle County, Delaware.
Valassis’ obligations under the merger agreement did not change until the financing, and there is no closing conditions other than the approval of ADVO shareholders at a general meeting. The parties expect to conclude the transaction the first quarter of 2007. Where the conclusion of the transaction is delayed after February 28, 2006, for reasons other than ADVO to obtain shareholder approval, Valassis shareholders ADVO pay interest on $ 33 per share purchase price at a rate of about 11 per cent per annum, with an increase in the rate per month thereafter.
Valassis Read subsequently announced that, following the discovery of extensive proceedings in the litigation, including further verification of more than one million documents produced.
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