Jacuzzi Brands (JJZ) Settles Stockholder Suits Regarding Proposed Merger

January 22, 2007 4:26 PM EST

Jacuzzi Brands, Inc. (NYSE: JJZ) has reached an agreement in principle to settle four putative stockholder class action lawsuits related to the Company's proposed merger with a wholly owned subsidiary of Apollo Management L.P.

As previously announced, the lawsuits were filed between October 13 and November 8, 2006 in the Court of Chancery of the State of Delaware naming Jacuzzi Brands, each of its directors and Apollo as defendants.

Pursuant to the terms of the proposed settlement, the Company has agreed to amend the merger agreement such that (1) the termination fee payable by the Company on the occurrence of certain specified events, is reduced from $25 million to $22.5 million and (2) the time period during which the Company's entry into an alternative acquisition proposal would trigger payment of the termination fee under certain circumstances, is reduced from 12 months to 9 months. The parties also agreed that, in connection with a settlement, counsel for plaintiffs may seek an award from the court of attorneys' fees and expenses in an amount not to exceed $725,000 if the merger is consummated.

The proposed settlement of these lawsuits will not affect the amount of merger consideration to be paid in the merger or any other terms of the merger. As previously announced on October 11, 2006, Jacuzzi Brands, Inc. and affiliates of Apollo entered into a definitive merger agreement, pursuant to which Apollo would acquire all of the outstanding common stock of Jacuzzi Brands for $12.50 per share in cash and assume all outstanding debt, valuing the total transaction at approximately $1.25 billion.

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