Varsity Brands, Inc. announced that it had filed on Wednesday its preliminary merger proxy statement and schedule 13E-3 transaction statement with the Securities and Exchange Commission in connection with the previously announced acquisition of the company by its senior management and a wholly-owned subsidiary of an affiliate of Leonard Green & Partners, L.P.
In connection with the filing of these documents, the company also disclosed that it and its directors had been named in a class action lawsuit filed with the Chancery Court in Tennessee on May 15, 2003 that was served on the company on May 21, 2003. The lawsuit alleges, among other things, that the defendants breached their fiduciary and other duties owed to the company’s stockholders in connection with the proposed transaction. Plaintiffs are seeking, among other things, injunctive relief and legal fees and expenses. The company and its directors believe that the allegations contained in the lawsuit are without merit and they intend to contest the action vigorously.
On April 22, 2003, the company announced the signing of a definitive merger agreement pursuant to which the company is to be acquired by Varsity’s senior management and a wholly owned subsidiary of an affiliate of Leonard Green & Partners, L.P., a private merchant banking firm. Stockholder approval, which is required to consummate the transaction, will be solicited by the company by means of a proxy statement that will be mailed to stockholders upon completion of the requisite Securities and Exchange Commission filing and review process. Certain members of Varsity’s current and former management including Jeffrey Webb, Varsity’s chief executive officer, and certain members of Varsity’s Board Directors, who collectively own approximately 47% of the Company’s outstanding common stock have agreed to vote their shares in favor of the merger. The Company presently anticipates consummating the transaction in the third quarter of 2003.
