Business Services Industry
Gibraltar Packaging Group, Inc. Announces Intended Adjournment of Special Meeting
Business Wire, April 9, 2008
HASTINGS, Neb. -- Gibraltar Packaging Group, Inc. (Pink Sheets: PACK) today announced that the individuals appointed as proxies by stockholders in connection with its Special Meeting of Stockholders currently scheduled for April 10, 2008 at 12:00 p.m., Central Time, at the Lochland Country Club, 601 West Lochland Road, Hastings, Nebraska 68901, are expected to exercise the discretionary powers granted by such proxies to vote in favor of the adjournment of the Special Meeting until May 9, 2008 at 12:00 p.m., Central Time. It is expected that the time, place and date of the adjourned Special Meeting will be announced at the Special Meeting on April 10th.
The purpose of the Special Meeting is to approve the previously announced agreement and plan of reorganization, merger and dissolution with Rosmar Packaging Group, Inc.
On April 2, 2008, a complaint was filed in the Court of Chancery of the State of Delaware against Gibraltar and its directors challenging certain disclosure contained in the Proxy Statement prepared in connection with the Special Meeting, particularly with respect to stockholders' appraisal rights under Delaware law.
It is anticipated that the adjournment of the Special Meeting until May 9, 2008 will give Gibraltar an opportunity to resolve the litigation.
The record date for the Special Meeting will continue to be March 14, 2008.
About Gibraltar Packaging Group, Inc.
Gibraltar Packaging Group, Inc. designs and manufactures specialty packaging products in facilities located in Nebraska and North Carolina, and markets these products primarily to consumers throughout the United States. Gibraltar's products include folding cartons, specialty laminated containers and flexible packaging for a wide variety of businesses.
About Rosmar Packaging Group, Inc.
Rosmar is a leader in the packaging and printing industry in North America. Rosmar's goal is to solidify its business platform to become a significant independent player in the value-added folding carton, packaging and printing industry in the North American marketplace. Beyond being a printer of distinction, Rosmar analyzes, designs and manufactures cardboard packaging for a wide variety of products in industries as diverse as pharmaceutical, food and beverage, confectionary, houseware, hardware, automotive, medical, textile, personal care, pet products and toys.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on current Gibraltar management expectations. These forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that may be instituted against Gibraltar and others following announcement of the merger agreement; (3) the inability to complete the merger due to the failure to obtain stockholder approval or the failure to satisfy other conditions to completion of the merger; (4) the failure to obtain the necessary debt financing arrangements set forth in the commitment letter received by Rosmar in connection with the merger; (5) risks that the proposed transaction disrupts current plans and operations; (6) the ability to recognize the benefits of the merger; and (7) the amount of the costs, fees and expenses related to the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Gibraltar's ability to control or predict. Gibraltar undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
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