Whirlpool bath maker Jacuzzi Brands, Inc. (West Palm Beach, Florida, U.S.) said it reached an agreement in principle to settle four putative stockholder class action lawsuits related to the Jacuzzi's proposed merger with a subsidiary of Apollo Management L.P. The suits were filed between Oct. 13 and Nov. 8, 2006, naming Jacuzzi Brands, its directors and Apollo as defendants. The agreement, still subject to court approval, settles all claims raised and, among other changes, changes the merger agreement to reduce a termination fee payable by Jacuzzi under certain circumstances, from U.S. $25 million to $22.5 million. The agreement also changes from 12 months to 9 months the time period during which Jacuzzi's entry into an alternative acquisition proposal would trigger payment of the termination fee. Jacuzzi also agreed to make certain additional disclosures already reflected in the Definitive Proxy Statement filed with the SEC on January 5, 2007.
The merger agreement calls for Apollo to acquire all Jacuzzi outstanding common stock for $12.50 per share in cash and assume all outstanding debt, valuing the total transaction at approximately $1.25 billion. The transaction is subject to Jacuzzi stockholder approval and other conditions and is expected to close in early to mid-February 2007.
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