CARMEL, IND., March 9 /CNW/ - ADESA, Inc. (NYSE: KAR), North America's
largest publicly traded provider of wholesale vehicle auctions and used
vehicle dealer floorplan financing, today announced that it has reached an
agreement in principle to settle a putative stockholder class action lawsuit
related to the company's proposed merger with KAR Acquisition, Inc., an
indirect subsidiary of KAR Holdings II, LLC, an entity controlled by a group
of private equity funds consisting of Kelso & Company, GS Capital Partners VI,
L.P., an affiliate of Goldman Sachs & Co., ValueAct Capital Master Fund, L.P.
and Parthenon Investors II, L.P. (collectively, the "Equity Sponsors") The
lawsuit was filed on January 12, 2007 in the Court of Chancery of the State of
Delaware naming ADESA, its directors and the Equity Sponsors as defendants.
ADESA and each of the Equity Sponsors have denied and continue to deny
all allegations of wrongdoing and are entering into a settlement agreement
solely because the proposed settlement would eliminate the distraction, burden
and expense of further litigation. As part of the proposed settlement, ADESA
has agreed to amend and supplement its definitive proxy statement filed with
the Securities and Exchange Commission on February 16, 2007 to include certain
additional disclosure, which proxy supplement will be mailed to stockholders
of record. The plaintiff's counsel may petition the Delaware Court of Chancery
for an award of attorneys' fees and expenses to be paid by ADESA. Under the
terms of the proposed settlement, ADESA or its successor in interest has
agreed to pay up to $340,000 for fees and expenses, subject to the Court's
The settlement will be subject to customary conditions, including
execution of a formal settlement agreement, court approval following notice to
members of the proposed settlement class and consummation of the merger. If
finally approved by the Delaware Court of Chancery, the settlement will
resolve all of the claims that were or could have been brought on behalf of
the proposed settlement class in the action being settled, including all
claims relating to the merger, the merger agreement and any disclosure made in
The merger may be consummated prior to final court approval of the
settlement. The proposed settlement of the lawsuit will not affect the
proposed merger consideration of $27.85 per share in cash to be paid in the
merger or any other terms of the merger.
As previously announced on December 22, 2006, ADESA entered into a
definitive merger agreement relating to the acquisition. ADESA's Board of
Directors unanimously (excluding the recused directors Messrs. Gartzke and
Sales) approved the proposed merger and recommends that all ADESA stockholders
vote "FOR" the adoption and approval of the merger agreement and the merger.
The special meeting of ADESA stockholders to consider and vote upon the
proposed merger is scheduled for March 28, 2007 at 10:00 am local time at
ADESA's executive offices located at 13085 Hamilton Crossing Blvd., Carmel,
Indiana 46032. ADESA stockholders of record as of the close of business on
February 12, 2007 are entitled to vote at the special meeting.
Stockholders are encouraged to read ADESA's definitive proxy statement,
as amended and supplemented, in their entirety as they provide, among other
things, a detailed discussion of the process that led to the proposed merger
and the reasons behind the Board of Directors' recommendation (excluding the
recused directors Messrs. Gartzke and Sales) that stockholders vote "FOR" the
approval and adoption of the merger agreement and the merger.
Stockholders who have questions about the proposed merger, need
assistance in submitting their proxy or voting their shares should contact
ADESA's proxy solicitor, Georgeson Inc., 17 State Street, New York, New York
10004; banks and brokers can call: (212) 440-9800 and the toll-free number
(for Georgeson) at (866) 425-8154.
About ADESA, Inc.
Headquartered in Carmel, Indiana, ADESA, Inc. (NYSE: KAR) is North
America's largest publicly traded provider of wholesale vehicle auctions and
used vehicle dealer floorplan financing. The company's operations span North
America with 54 ADESA used vehicle auction sites, 42 Impact salvage vehicle
auction sites and 85 AFC loan production offices. For further information on
ADESA, Inc., visit ADESA's Web site at http://www.adesainc.com.
For further information:
For further information: ADESA, Inc. ADESA Analyst Contact Jonathan
Peisner, 317-249-4390 firstname.lastname@example.org or ADESA Media Contact Julie Vincent,