Florida East Coast Industries Announces Agreement to Settle Consolidated Class Action Lawsuit
13 Julho 2007 - 9:30AM
PR Newswire (US)
JACKSONVILLE, Fla., July 13 /PRNewswire-FirstCall/ -- Florida East
Coast Industries, Inc. (NYSE:FLA)("FECI") announced that it has
entered into a memorandum of understanding with plaintiffs' counsel
and the other named defendants in the consolidated class action
concerning FECI's proposed merger with a subsidiary of certain
investment funds managed by affiliates of Fortress Investment Group
LLC pending in the Circuit Court for the Fourth Judicial Circuit in
and for Duval County, Florida under the caption In re: Florida East
Coast Industries, Inc. Shareholder Litigation, Lead Case No. CA-
07-003919. Under the terms of the memorandum of understanding,
FECI, the other named defendants and the plaintiffs have agreed to
settle the action subject to court approval. If the court approves
the settlement contemplated in the memorandum of understanding, the
action will be dismissed with prejudice. Pursuant to the terms of
the memorandum of understanding, FECI has agreed to make available
to its shareholders certain additional information in connection
with the proposed merger. This additional information is set forth
in a supplement to FECI's definitive proxy statement, which is
dated June 14, 2007. The supplement was filed with the Securities
and Exchange Commission on July 13, 2007 and is being mailed to
FECI's shareholders. In return, the plaintiffs have agreed to the
dismissal of the consolidated action and to withdraw all motions
filed in connection therewith. In addition, FECI or its successor
will pay legal fees and expenses of plaintiff's counsel, subject to
approval by the court. The settlement of the consolidated class
action will not affect the amount of the special dividend or the
merger consideration to be paid in the merger, any other term of
the merger or the timing of the special meeting of shareholders.
FECI, Fortress and the other named defendants deny all of the
allegations in the consolidated class action and believe that the
disclosures in its definitive proxy statement are appropriate and
adequate under the law. Nevertheless, FECI, Fortress and the other
named defendants in the consolidated class action have agreed to
settle the purported class action litigation in order to avoid
costly litigation and eliminate the risk of any delay to the
closing of the merger. About Florida East Coast Industries, Inc.
Florida East Coast Industries, Inc., headquartered in Jacksonville,
FL, conducts operations through two distinct businesses, Flagler
Development Group (Flagler), its commercial real estate operation,
and Florida East Coast Railway, L.L.C. (FECR). Flagler owns,
develops, leases and holds in joint ventures, approximately 8.6
million square feet of Class-A office and industrial space, as well
as an additional 1,916,000 square feet under construction. Flagler
space consists of Class-A office and industrial properties,
primarily in Jacksonville, Orlando and South Florida counties of
Palm Beach, Broward and Miami-Dade. In addition, Flagler provides
construction, consulting, third party brokerage and property
management (includes Flagler's wholly-owned portfolio, as well as
approximately 10.5 million square feet for third parties) services
and owns 846 acres of entitled land in Florida, which is available
for development of up to an additional 15.9 million square feet and
Flagler owns approximately 3,089 acres of other Florida properties.
FECR is a regional freight railroad that operates 351 miles of
mainline track from Jacksonville to Miami and provides intermodal
drayage services at terminals located in Atlanta, Jacksonville, Ft.
Pierce, Ft. Lauderdale and Miami. For more information, visit the
Company's website at http://www.feci.com/. Important Information
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND SUPPLEMENT
CAREFULLY, AS THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION THAT
SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE
MERGER. In addition to receiving the proxy statement and supplement
from the Company by mail, shareholders will be able to obtain the
proxy statement and supplement, as well as other filings containing
information about the Company, without charge, from the Securities
and Exchange Commission's website (http://www.sec.gov/) or, without
charge, from the Company's website at http://www.feci.com/ or by
directing such request to Florida East Coast Industries, Inc.,
10151 Deerwood Park Blvd., Jacksonville, Florida 32256, Attention:
Investor Relations. Participants in Solicitation The Company and
its directors and executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies in respect of the merger. Information
regarding the Company and its directors and executive officers is
available in its Annual Report on Form 10-K for the year ended
December 31, 2006, its proxy statement, dated April 25, 2007, for
its 2007 annual meeting of shareholders, its proxy statement, dated
June 14, 2007, and the supplement, dated July 13, 2007, relating to
the merger, which are filed with the Securities and Exchange
Commission. This press release contains forward-looking statements
regarding future events. Numerous risks, uncertainties and other
factors may cause actual results to differ materially from those
expressed in any forward-looking statements. These factors include,
but are not limited to, (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement; (2) the inability to complete the merger due to
the failure to obtain shareholder approval or the failure to
satisfy other conditions to completion of the merger, including the
receipt of shareholder approval and regulatory approvals; (3) the
failure to obtain the necessary debt financing arrangements set
forth in commitment letters received in connection with the merger;
(4) risks that the proposed transaction disrupts current plans and
operations and the potential difficulties in employee retention as
a result of the merger; (5) the ability to recognize the benefits
of the merger; (6) the amount of the costs, fees, expenses and
charges related to the merger and the actual terms of certain
financings that will be obtained for the merger; and (7) the impact
of the substantial indebtedness incurred to finance the
consummation of the merger; and other risks that are set forth in
FECI's SEC filings. Many of the factors that will determine the
outcome of the subject matter of this press release are beyond
FECI's ability to control or predict. Forward-looking statements
speak only as of the date the statement was made. FECI assumes no
obligation to update forward-looking information to reflect actual
results, changes in assumptions or changes in other factors
affecting forward-looking information. If FECI does update any
forward-looking statement, no inference should be drawn that FECI
will make additional updates with respect to that statement or any
other forward-looking statements. DATASOURCE: Florida East Coast
Industries, Inc. CONTACT: Bradley D. Lehan for Florida East Coast
Industries, Inc., +1-904-996-2817 Web site: http://www.feci.com/
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