M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Wednesday, January 9, 2008

Reddy Ice and Where is Genesco?

The below press release says it all -- it doesn't look good for Reddy Ice (insert melting ice joke here or query as to what exactly conceptual discussions about a renegotiated deal are).  The press release below is likely a precursor to termination of the deal in early February or a price renegotiation.  But it doesn't appear that GSO is a willing buyer thus far.  Meanwhile -- on a slightly related topic -- one has to wonder why Genesco and Finish Line haven't filed their answers in the New York litigation yet.  Perhaps their discussions are going much better.   

DJN: PRESS RELEASE: Reddy Ice Holdings, Inc. Provides Update on Merger Transaction; Delays Deadline for Stockholder Notifications (Dow Jones 01/09 16:30:58) DALLAS, Jan. 9 /PRNewswire-FirstCall/ --

Reddy Ice Holdings, Inc. (NYSE: FRZ) is providing an update to the status of the pending merger contemplated by the Agreement and Plan of Merger, dated as of July 2, 2007, by and among Reddy Ice Holdings, Inc., Frozen, LLC, a Delaware limited liability company, Hockey Parent Inc., a Delaware corporation and Hockey Mergersub, Inc., a Delaware corporation, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 30, 2007 (as amended, the "Merger Agreement").

The Company believes it has fully performed its obligations and satisfied its closing conditions under the Merger Agreement. However, at the request of the purchasers, the Company's management and Board of Directors participated in discussions on January 4, 2008 with the purchasers relating to the status of the transaction and conceptual discussions regarding a modified transaction. No decisions have been reached and no definitive alternative proposals have been made by the purchasers but discussions between the parties remain ongoing.

In light of the ongoing discussions with the purchasers, the Company's Board of Directors has extended the deadline set forth in the Company's by-laws for stockholder notifications of director nominees to be considered at the Company's next annual meeting of stockholders. Under the extended deadline, such notifications must be provided to the Company's Corporate Secretary no later than February 15, 2008 and must otherwise comply with the requirements of the Company's by-laws.


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