Rock of Ages Corp. Announces Lawsuit Commenced in Connection With Swenson Granite Company's Proposal To Acquire Rock of Ages
25 Maio 2010 - 6:51PM
Business Wire
Rock of Ages Corporation (NASDAQ:ROAC) today announced
that a purported shareholder of Rock of Ages has commenced a
purported class action lawsuit against Rock of Ages, all of the
members of its Board of Directors and certain officers, and Swenson
Granite Company, LLC ("Swenson"), in connection with the previously
announced acquisition proposal submitted by Swenson on May 6, 2010
to Rock of Ages' Board of Directors. The plaintiff alleges, among
other things, that the directors and named officer defendants of
Rock of Ages breached their fiduciary duties in connection with the
Swenson proposal, that Swenson's proposed offer is inadequate, and
that the persons constituting a group with Swenson with respect to
the Swenson proposal, including Rock of Ages' controlling
shareholders, would benefit from the proposed transaction to the
detriment of Rock of Ages' other shareholders. The plaintiff seeks,
among other things, damages and injunctive relief against the
consummation of the transaction proposed by Swenson. Rock of Ages
believes the complaint is without merit and plans a vigorous
defense.
As previously reported, a Special Committee of independent
directors has determined to commence a process to explore possible
strategic alternatives for Rock of Ages while it continues to
evaluate the Swenson proposal. The Special Committee has retained
legal counsel and Covington Associates LLC as its financial advisor
to assist and advise the Special Committee in connection with these
matters. There can be no assurance that the Swenson proposal will
lead to a definitive acquisition agreement, or that a transaction
contemplated by the Swenson proposal or any other transaction will
be approved or completed.
About Rock of Ages
Rock of Ages (www.RockofAges.com) is the largest integrated
granite quarrier and manufacturer of finished granite memorials and
granite blocks for memorial use in North America.
Forward-Looking Statements
This press release contains statements that are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are based on current
expectations about future events. These statements are not
guarantees of future events and involve risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual events
may differ materially from what is expressed in such
forward-looking statements due to numerous factors. These include
the uncertainties which are attendant with litigation. Although
Rock of Ages plans to vigorously defend against the allegations
asserted by the plaintiff, there can be no assurances that it will
be successful. Litigation is often expensive and distracting to
management. A ruling adverse to Rock of Ages in this litigation may
prevent Rock of Ages from further considering, pursuing, entering
into or consummating any transaction contemplated by the Swenson
Granite Company, LLC ("Swenson") proposal or similar transactions
even if the Special Committee and the Board believe such a
transaction would be in the best interests of Rock of Ages'
shareholders. Additional uncertainties include whether the
acquisition price proposed by Swenson will be reduced, whether
financing for the acquisition can be obtained and whether an
acquisition of Rock of Ages will be consummated upon the terms
proposed by Swenson, or at all. In addition, the Special
Committee's determination to commence a process to explore and
consider possible strategic alternatives may not lead to any other
proposals being pursued, agreed to or consummated, and the Special
Committee may determine to cease that process at any time. Rock of
Ages will be responsible for payment of the fees and expenses of
the Special Committee's financial advisor and counsel, as well as
of its own counsel; such fees and expenses could be significant and
adversely impact Rock of Ages' results of operations. In addition,
to the extent Rock of Ages incurs expenses or liabilities in
connection with the purported shareholder litigation that are not
reimbursed by its insurance carriers, such amounts could
significantly impact Rock of Ages' results of operations and cash
flows from operations. Further information and risks regarding
factors that could affect Rock of Ages' business, operations,
financial results or financial positions are discussed from time to
time in Rock of Ages' Securities and Exchange Commission filings
and reports. Such forward-looking statements speak only as of the
date on which they are made, and Rock of Ages does not undertake
any obligation to update any forward-looking statement to reflect
events or circumstances after the date of this release, except as
may be required under the federal securities laws.
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