stockholders to approve the agreement and plan of merger and the transactions contemplated
thereby; the number and percentage of JK Acquisition Corp.
Statements in this press release that are not historical - including, among other things, as to the expected timing of the completion and financial benefits of both the proposed merger with Brookfield and the transaction contemplated by the offer received from Simon and Farallon - may be deemed forward-looking statements within the meaning of US federal securities laws or forward-looking information within the meaning of Canadian Provincial securities laws.
If The Mills accepts the Simon/Farallon offer and terminates the Brookfield merger agreement, then The Mills would expect to file a solicitation/recommendation statement with the SEC in connection with the tender offer contemplated by the Simon/Farallon offer, and, if required, to file a proxy statement or information statement with the SEC in connection with the merger contemplated by the Simon/Farallon offer.
Accent and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Accent's and Nanometrics' shareholders with respect to the transactions contemplated
by the Merger Agreement.
These additional conditions were assessed by the Board in determining the ability of the Soros Group to consummate the transaction contemplated by the New Soros Group proposal.
The Partnership also announced today that earlier this week Star commenced the tender and exchange offer and consent solicitation for senior notes contemplated by the Kestrel transaction, which is set to expire at 12:00 midnight on April 25, 2006.
The Soros Group has asserted that the New Soros Group proposal and the transactions contemplated thereby should not constitute a "Change of Control" under the terms of Star's senior noteholders indenture and should not require the consent (or vote) of Star's senior subordinated or junior subordinated unitholders.
The record date for the rights offering contemplated by the Kestrel transaction has been set for the close of business on March 28, 2006.
These forward looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated
in such forward-looking statements, including, but not limited to, fluctuations in product demand, economic conditions as well as certain other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission.
settlement addresses two separate issues.
Consummation of the transaction contemplated
by the Agreement is subject to higher and better offers, approval of the Bankruptcy Court and customary closing conditions.
Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, and involve risks and uncertainties, and that actual results may differ materially from those contemplated
by such forward-looking statements.