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Suit Challenges Outlook-Vista Deal

June 2006
NEENAH, WI—A lawsuit has been filed that challenges the proposed acquisition of Outlook Group by Vista Group. The suit 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,” according to Outlook Group.

Upon review of the complaint, Outlook Group and its board of directors believe the suit is without merit and the company plans to defend itself vigorously in court.

According to Outlook Group, the plaintiff alleges that by approving its proposed acquisition by Vista Group, Outlook Group and its directors violated a fiduciary duty allegedly owed to shareholders under Wisconsin law because the intrinsic value of Outlook Group is, the suit says, materially in excess of the amount of the merger consideration. The plaintiff(s) seek undefined injunctive relief, monetary damages and attorney fees.

While Outlook Group is proceeding with a special meeting of shareholders to vote on the merger, the company conceded that litigation could affect its ability to finish the deal.
 

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