NEENAH, Wis.--May 15, 2006-- Outlook Group Corp. announced that a lawsuit has been filed against the company and its directors challenging the company's proposed acquisition by Vista Group Holdings, LLC. The lawsuit was filed by an entity that claims it is a shareholder of Outlook Group and purports to act on behalf of itself and a class of other similarly situated shareholders.
Outlook Group and its board of directors have reviewed the complaint. They believe that it contains numerous inaccurate statements and is without merit, and intend to defend the action vigorously.
In the action, plaintiff alleges that by approving the proposed acquisition of Outlook Group by Vista Group Holdings, Outlook Group and its directors allegedly violated a fiduciary duty allegedly owed to shareholders under Wisconsin law because the intrinsic value of Outlook Group allegedly is materially in excess of the amount of the merger consideration. Plaintiff further alleges, among other things, that the terms of the merger are unfair to the purported class of shareholders, and that the defendant directors allegedly acted improperly to maintain and protect their positions with Outlook Group following the merger and to profit from Outlook Group's 2005 Equity Incentive Plan. As a result, plaintiff alleges that the class has and will be damaged, and that the class is entitled to undefined injunctive relief, monetary damages and attorneys' fees.
Outlook Group is continuing with preparations for a special meeting of shareholders to vote on the merger and other preparations for completion of the merger. However, the litigation could affect Outlook's ability to complete the merger and could delay the completion of the merger.
"Outlook Group and its board of directors continue to believe that our previously announced agreement to be acquired by Vista Group Holdings, LLC is in the best interest of our company and our shareholders," said Joseph J. Baksha, president and chief executive officer of Outlook Group.
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