Lancer Corporation Announces Filing of Lawsuit in Connection With Its Acquisition By Hoshizaki America, Inc.
11 Janeiro 2006 - 7:05PM
PR Newswire (US)
SAN ANTONIO, Jan. 11 /PRNewswire-FirstCall/ -- Lancer Corporation
(AMEX:LAN) announced today that a purported stockholder of the
company has filed a lawsuit in the 288th District Court of Bexar
County, Texas in the name of the company against its Board of
Directors. The lawsuit concerns the previously announced Agreement
and Plan of Merger pursuant to which the company will be acquired
by an affiliate of Hoshizaki America, Inc. for $22.00 per share in
cash, representing a transaction value of approximately $215.0
million. A meeting of the company's stockholders is scheduled for
January 31, 2006, to vote on approval of the pending merger. The
company filed a definitive proxy statement with the Securities and
Exchange Commission on December 22, 2005, and mailed the definitive
proxy materials to stockholders on December 23, 2005. The lawsuit
alleges that the consideration to be received by the public
stockholders of the company is inadequate, that the defendants
breached certain fiduciary duties owed to the company's public
stockholders and that the process designed to maximize stockholder
value in the transaction with Hoshizaki America, Inc. was unfair.
The Company believes the purported derivative lawsuit is defective.
About Lancer Corporation Lancer Corporation is a leading innovator,
manufacturer and marketer of beverage dispensing systems serving
customers worldwide. Headquartered in San Antonio, Texas, Lancer
also maintains facilities in Mexico, Australia, Belgium, New
Zealand and the United Kingdom. Lancer is a vertically integrated
manufacturer that employs approximately 1,200 people. Lancer
designs and manufactures a complete range of fountain soft drink
dispensers, frozen beverage dispensers, dispensing valves, beer
dispensing equipment, and an extensive line of beverage dispensing
parts and accessories, which are marketed through a network of
Company sales representatives and authorized distributors. From
time to time, the company may make statements that predict or
forecast future events or results, depend on future events for
their accuracy or otherwise contain "forward-looking information."
These statements are made based on management's expectations and
beliefs concerning future events and are not guarantees of future
performance. The company cautions readers that actual results may
differ materially as a result of various factors, some of which are
beyond its control, including but not limited to: political or
economic conditions; terrorist activities in the United States or
escalation in the international war on terrorism; disruptions in
business at the company's manufacturing, distribution centers or
offices; changes in the company's relationships with key customers;
litigation that may have an adverse effect on the company's
financial results or reputation; changes in the company's
relationships with customers or vendors; changes in foreign
currency exchange rates; or changes in government or regulatory
requirements increasing the company's cost of operations. These and
other factors that may adversely affect the company's future
performance or financial condition are contained in its Annual
Report in Form 10-K and other reports filed with and available from
the Securities and Exchange Commission. The company undertakes no
obligation to update or revise any forward-looking statements to
reflect subsequent events, new information or future circumstances.
In connection with the proposed merger, Lancer Corporation has
filed a definitive proxy statement with the Securities and Exchange
Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
PROXY STATEMENT AS IT CONTAINS IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of the proxy statement and
other documents filed by Lancer Corporation at the Securities and
Exchange Commission's web site at http://www.sec.gov/ . Contact For
Lancer Corporation: Scott Adams Treasurer 210.310.7000 DATASOURCE:
Lancer Corporation CONTACT: Scott Adams, Treasurer of Lancer
Corporation, +1-210-310-7000 Web site: http://www.sec.gov/ Web
site: http://www.lancercorp.com/
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