NEW YORK, Jan. 16 /PRNewswire/ -- Sandell Asset Management Corp.
announced today that Southern Union Company, in addition to amending its
bylaws in response to Sandell's allegations of invalidity and stockholder
disenfranchisement, has agreed in the Delaware Court of Chancery that
certain provisions of its bylaws cannot be used to challenge the timing or
form of nominations submitted by Castlerigg Master Investments Ltd., an
investment fund affiliated with Sandell.
As a result of Southern Union's agreement, Castlerigg agreed to
voluntarily dismiss its pending lawsuit. This successfully resolves the
litigation that Castlerigg filed on December 5, 2006 in the Delaware Court
of Chancery in which it charged, among other things, that the director
nomination provision of Southern Union's bylaws is an unlawful entrenchment
device that purports to strip stockholders of their right under Delaware
law to nominate director candidates by providing that candidates must be
approved by a committee of incumbent directors.
"While we certainly would have preferred not to have to go to court to
preserve and enforce our rights as stockholders, we could not be more
pleased with the result. We view this as an important victory for
stockholders against a company with poor corporate governance," said Thomas
E. Sandell, founder, principal and Chief Executive Officer of Sandell Asset
Management Corp. "We look forward to presenting our slate of highly
qualified independent nominees to Southern Union's stockholders at the 2007
About Sandell Asset Management Corp.
Sandell Asset Management Corp. is a multi-billion dollar global
investment management firm, founded by Thomas E. Sandell, that focuses on
global corporate events and restructurings throughout North America,
Continental Europe, the United Kingdom, Latin America and the Asia-Pacific
theatres. Sandell frequently will take an "active involvement" in
facilitating financial or organizational improvements accruing to the
benefit of investors.
STOCKHOLDERS OF SOUTHERN UNION COMPANY ARE ADVISED TO READ THE PROXY
STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY
SANDELL ASSET MANAGEMENT CORP. AND CERTAIN OF ITS AFFILIATES AND NOMINEES
(COLLECTIVELY, THE "PARTICIPANTS") FROM SUCH STOCKHOLDERS FOR USE AT THE
2007 ANNUAL MEETING OF STOCKHOLDERS OF SOUTHERN UNION COMPANY WHEN AND IF
THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. WHEN
AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND FORM OF PROXY WILL BE
MAILED TO STOCKHOLDERS OF SOUTHERN UNION COMPANY AND WILL, ALONG WITH OTHER
RELEVANT DOCUMENTS, BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND
EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV OR BY CONTACTING
MACKENZIE PARTNERS, INC. BY TELEPHONE AT 800-322-2885 OR BY E-MAIL AT
SAVESUG@MACKENZIEPARTNERS.COM. INFORMATION RELATING TO THE PARTICIPANTS IS
CONTAINED IN EXHIBIT 2 TO THE SCHEDULE 14A FILED BY THE PARTICIPANTS WITH
THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 2007.
SOURCE Sandell Asset Management Corp.