US shipping company Horizon Lines has agreed to settle on the consolidated putative class action complaint pending in the Delaware Court of Chancery regarding its proposed merger with Matson Navigation.
Under the settlement deal, which is subject to court approval, Horizon agreed to make certain supplemental disclosures to its stockholders through a supplement to Horizon’s proxy statement.
Further, Horizon agreed to amend the Agreement and Plan of Merger, dated as of November 11, 2014, to reduce the termination fee that may be payable by Horizon to Matson from USD 17,149,600 to USD 9,500,000.
According to Horizon, the settlement will not affect the merger consideration to be paid to the company’s stockholders or the timing of the special stockholders’ meeting, scheduled for February 25, 2015, when a vote upon a proposal to adopt the merger agreement is scheduled to take place.
“Horizon and its board of directors believe that the claims in the actions are entirely without merit but are entering into this settlement because it will eliminate the risks, costs, and other burdens of litigation,” the company said.
However, should the court reject the settlement, Horizon and its board of directors plan to “contest the claims vigorously”.
Agreement and plan of merger has been agreed by and among Horizon, Matson, and Hogan Acquisition Inc., a wholly-owned subsidiary of Matson.
Horizon entered into definitive agreements for a series of transactions that will result in the sale of the entire company, the first being the sale of its Hawaii business to The Pasha Group, followed by Horizon Lines’ subsequent acquisition by Matson, Inc.
The company said it would cease providing liner service between the U.S.A. and Puerto Rico by the end of 2014 due to continuing losses without the prospect of future profitability.