Valpey-Fisher Corp. Announces Filing of Supplement to Proxy Statement & Settlement of Litigation Related to Proposed Merger
13 Janeiro 2012 - 3:54PM
Business Wire
Valpey-Fisher Corporation (“Valpey-Fisher”) (Nasdaq:VPF)
announced today that it has filed with the Securities and Exchange
Commission (“SEC”) a supplement (the “Proxy Supplement”) to its
definitive proxy materials relating to the previously announced
proposed merger of Valpey-Fisher with VF Acquisition Corp., an
indirect wholly-owned subsidiary of CTS Corporation (“CTS”)
(NYSE:CTS), pursuant to an Agreement and Plan of Merger, dated as
of November 17, 2011. The Proxy Supplement has been filed in
connection with the settlement of a class action litigation
relating to the proposed merger.
As described in the Proxy Supplement, a putative class action
lawsuit was brought against Valpey-Fisher, each member of
Valpey-Fisher’s Board of Directors, CTS and VF Acquisition Corp.,
challenging the proposed merger, in the Circuit Court for
Montgomery County, Maryland on behalf of Valpey-Fisher’s
stockholders. On January 12, 2012, counsel for all the parties
entered into a memorandum of understanding, in which they agreed on
the terms of a settlement of the stockholder litigation. The
proposed settlement is conditioned upon, among other things,
consummation of the merger and final approval of the proposed
settlement by the court. Pursuant to the terms of the memorandum of
understanding, Valpey-Fisher has agreed to make certain
supplemental disclosures related to the merger, which are contained
in the Proxy Supplement filed today. The settlement will not affect
the amount of the merger consideration that Valpey-Fisher’s
stockholders are entitled to receive in the merger.
The Proxy Supplement is available through the SEC’s website at
www.sec.gov. Stockholders are urged to
read carefully the proxy statement and the Proxy Supplement filed
today.
The Valpey-Fisher Board of Directors has recommended that
Valpey-Fisher stockholders vote “FOR” the proposal to
approve the merger. Valpey-Fisher stockholders who have questions
about the merger proposal or who need help voting their shares
should contact Valpey-Fisher’s proxy solicitation agent, MacKenzie
Partners, Inc. toll-free at (800) 322-2885.
Additional Information and Where to
Find It
Valpey-Fisher has filed with the SEC a definitive proxy
statement and other relevant materials in connection with the
merger described above. The definitive proxy statement has been
sent to the stockholders of Valpey-Fisher. Before making any voting
decision with respect to the merger, stockholders are urged to read
the proxy statement and the other relevant materials because they
contain important information about the merger. The proxy statement
and other relevant materials and any other documents filed by
Valpey-Fisher with the SEC, may be obtained free of charge at the
SEC’s website at www.sec.gov. In
addition, stockholders may obtain free copies of the documents
filed with the SEC by contacting MacKenzie Partners, Inc. toll-free
at (800) 322-2885.
Valpey-Fisher and its respective executive officers and
directors may be deemed to be participants in the solicitation of
proxies from the security holders of Valpey-Fisher in connection
with the merger. Information about those executive officers and
directors of Valpey-Fisher and their ownership of Valpey-Fisher’s
common stock is set forth in the proxy statement on Schedule 14A
for its 2011 Annual Meeting of Stockholders, which was filed with
the SEC on April 5, 2011. Additional information regarding the
interests of participants in the solicitation of proxies in
connection with the merger is included in the definitive proxy
statement filed by Valpey-Fisher with the SEC on December 20,
2011.
Forward-Looking
Statements
The statements made in this press release which are not
historical facts are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements
include statements regarding the solicitation of proxies to approve
the merger, the consummation of the merger, the filing of documents
and information with the SEC, other future or anticipated matters
regarding the transactions discussed in this release and the timing
of such matters. Such forward-looking statements often contain or
are prefaced by words such as “will” and “expect.” As a result of a
number of factors, our actual results could differ materially from
those set forth in the forward-looking statements. These risks,
uncertainties and contingencies are discussed in more detail in
Valpey-Fisher’s press releases and public periodic filings with the
SEC including Annual Report on Form 10-K for the year ended
December 31, 2010 and other filings with the SEC. Many of the
factors that will determine Valpey-Fisher’s future results are
beyond the ability of management to control or predict. Readers
should not place undue reliance on forward-looking statements,
which reflect management’s views only as of the date hereof.
Valpey-Fisher is under no obligation to (and expressly disclaims
any such obligation to) update or alter its forward-looking
statements whether as a result of new information, future events or
otherwise.
About Valpey-Fisher
Valpey-Fisher designs and manufactures precision crystal
oscillators including higher frequency, lower phase noise timing
solutions, high performance RF/Microwave components, integrated
modules and ultrasonic transducers. End markets served include
telecommunications, computer, defense and aerospace,
instrumentation and industrial markets.
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