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INDIANAPOLIS -- The Hamilton Superior Court told Marsh Supermarkets based here it is prohibited from pursuing any proposal from Drawbridge Special Opportunities Advisors LLC and Cardinal Paragon, Inc. (Cardinal and Drawbridge).
The court's ruling in the declaratory judgment action stems from a lawsuit filed in June against MSH Supermarkets Holding Corp., MS Operations, Inc., a subsidiary of MSH Supermarkets, Cardinal Paragon, Inc. and Drawbridge Special Opportunities Advisors LLC.
In May 2006, Marsh signed a merger agreement with MSH Supermarkets for an acquisition of the company at a price of $11.125 per share of Marsh common stock. Cardinal and Drawbridge subsequently indicated its interest in acquiring Marsh for $13.625 per share, subject to completion of due diligence. The court declared that, because of the merger agreement, "Marsh may not, under any circumstances, pursue any proposal from Cardinal and Drawbridge."
"We appreciate the court's prompt response in this matter,'' said Don E. Marsh, Marsh's chairman and c.e.o. "We expect to file revised proxy materials with the SEC as quickly as possible so that we can call a special meeting of shareholders for next month to consider and vote on the all cash offer from MSH Supermarkets."
A copy of the court's order and judgment will be included as an exhibit to a current report on Form 8-K the company intends to file shortly.
Marsh operates 68 Marsh supermarkets, 38 LoBill Foods stores, eight O'Malia Food Markets, 154 Village Pantry convenience stores, and two Arthur's Fresh Market stores in Indiana and western Ohio. The company also operates Crystal Food Services and Primo Banquet Catering and Conference Centers, Floral Fashions, McNamara Florist and Enflora -- Flowers for Business.