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Hidary to dismiss lawsuit against Everlast
04 Aug '07
2 min read
Everlast Worldwide Inc announced that it has entered into a settlement agreement with Hidary Group Acquisitions, LLC and Hidary Group Acquisitions Inc.
The settlement provides for the dismissal, with prejudice, of Hidary's lawsuit against Everlast, which sought to block Everlast's pending merger agreement to be acquired by Brands Holdings Limited.
Pursuant to the terms of the settlement, among other things, Everlast has agreed to limit the discovery it may take from Hidary in connection with certain stockholder litigation, and Everlast agreed to publicly reaffirm its board's commitment to comply with its fiduciary responsibilities, as set forth below.
Pursuant to the terms of the merger agreement, the Board of Directors of Everlast remains free to consider unsolicited acquisition proposals.
Additionally, as Everlast has previously disclosed, there is no agreement between Everlast and Hidary that would prohibit Hidary from commencing a non-coercive tender offer for Everlast's shares.
The Everlast Board has been and remains committed to obtaining the best transaction reasonably available to its stockholders, as it is required to under Delaware law.
In the event that any entity (including Hidary) makes an unsolicited acquisition proposal or commences a non-coercive tender offer for Everlast's shares, the Everlast Board will, as it has done in the past, comply with its fiduciary duties under Delaware law in evaluating and responding to any such proposal or tender offer.
The settlement provides for the dismissal, with prejudice, of Hidary's lawsuit against Everlast, which sought to block Everlast's pending merger agreement to be acquired by Brands Holdings Limited.
Pursuant to the terms of the settlement, among other things, Everlast has agreed to limit the discovery it may take from Hidary in connection with certain stockholder litigation, and Everlast agreed to publicly reaffirm its board's commitment to comply with its fiduciary responsibilities, as set forth below.
Pursuant to the terms of the merger agreement, the Board of Directors of Everlast remains free to consider unsolicited acquisition proposals.
Additionally, as Everlast has previously disclosed, there is no agreement between Everlast and Hidary that would prohibit Hidary from commencing a non-coercive tender offer for Everlast's shares.
The Everlast Board has been and remains committed to obtaining the best transaction reasonably available to its stockholders, as it is required to under Delaware law.
In the event that any entity (including Hidary) makes an unsolicited acquisition proposal or commences a non-coercive tender offer for Everlast's shares, the Everlast Board will, as it has done in the past, comply with its fiduciary duties under Delaware law in evaluating and responding to any such proposal or tender offer.
Everlast Worldwide Inc
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