Goodman Global, Inc. announced that its stockholders approved the merger agreement with affiliates of the private equity firm Hellman & Friedman LLC.
Goodman also announced that it will satisfy the closing condition set forth in its merger agreement that requires Goodman to achieve EBITDA of at least $255 million for the fiscal year ended Dec. 31, 2007. While Goodman has not yet completed its financial statements for the 2007 fiscal year, it confirms that, for the fiscal year ended Dec. 31, 2007, EBIDTA (as defined in the merger agreement), on a consolidated basis, will not be less than US$255 million.
As previously announced, Goodman Global, Inc. and affiliates of Hellman & Friedman entered into a definitive merger agreement, pursuant to which an affiliate of Hellman & Friedman would acquire all of the outstanding common stock of Goodman for $25.60 per share in cash, without interest. Subject to the satisfaction or waiver of the remaining closing conditions, the transaction is expected to be completed in the first quarter of 2008.
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