Outlook Group Comments on Lawsuit
May 15 2006 - 6:47PM
Business Wire
Outlook Group Corp. (Nasdaq:OUTL) announced that a lawsuit has been
filed against the company and its directors challenging the
company's proposed acquisition by Vista Group Holdings, LLC. The
lawsuit was filed by an entity that claims it is a shareholder of
Outlook Group and purports to act on behalf of itself and a class
of other similarly situated shareholders. Outlook Group and its
board of directors have reviewed the complaint. They believe that
it contains numerous inaccurate statements and is without merit,
and intend to defend the action vigorously. In the action,
plaintiff alleges that by approving the proposed acquisition of
Outlook Group by Vista Group Holdings, Outlook Group and its
directors allegedly violated a fiduciary duty allegedly owed to
shareholders under Wisconsin law because the intrinsic value of
Outlook Group allegedly is materially in excess of the amount of
the merger consideration. Plaintiff further alleges, among other
things, that the terms of the merger are unfair to the purported
class of shareholders, and that the defendant directors allegedly
acted improperly to maintain and protect their positions with
Outlook Group following the merger and to profit from Outlook
Group's 2005 Equity Incentive Plan. As a result, plaintiff alleges
that the class has and will be damaged, and that the class is
entitled to undefined injunctive relief, monetary damages and
attorneys' fees. Outlook Group is continuing with preparations for
a special meeting of shareholders to vote on the merger and other
preparations for completion of the merger. However, the litigation
could affect Outlook's ability to complete the merger and could
delay the completion of the merger. "Outlook Group and its board of
directors continue to believe that our previously announced
agreement to be acquired by Vista Group Holdings, LLC is in the
best interest of our company and our shareholders," said Joseph J.
Baksha, president and chief executive officer of Outlook Group.
About Outlook Group Outlook Group Corp. is a printing, packaging
and direct marketing company offering a variety of related services
to clients in markets including contract packaging, collateral
information management and distribution, direct marketing
components and services, packaging components and materials and
specialty print related services. Outlook Group leverages its core
competencies by cross-selling services to provide a single-source
solution for its clients. About Vista Group Holdings Vista Group
Holdings, LLC is a holding company formed for the acquisition of
Outlook Group. Vista's investors include Calvin W. Aurand,
Milestone Partners and affiliates of John Hancock Life Insurance
Company. The discussions of potential future transactions and the
effects of those transactions in this press release are
"forward-looking statements" intended to qualify for the safe
harbor from liability established by the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are
subject to certain risks and uncertainties which could cause actual
results to differ materially from those anticipated. In particular,
consummation of the merger transaction is subject to a number of
conditions, including those described above. Therefore, as with any
transaction, completion cannot be assured. In addition, Outlook
Group's periodic filings with the Securities and Exchange
Commission discuss a number of other factors which may affect its
future operations. Outlook Group shareholders and other readers are
urged to consider these factors carefully in evaluating the
forward-looking statements. The statements made herein are only
made as of the date of this press release and neither Outlook Group
nor Vista undertakes any obligation to publicly update such
statements to reflect subsequent events or circumstances.
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