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FOR IMMEDIATE RELEASE
ST. LOUIS, MISSOURI
AUGUST 31, 2006
Angelica Announces Agreement With Pirate Capital
LLC
Resolution allows Company to focus full efforts on
implementing strategic plan
St. Louis, Missouri (August 31, 2006) - Angelica Corporation (NYSE: AGL), a
leading provider of healthcare linen management services, announced today it has
signed a settlement agreement with Pirate Capital LLC (“Pirate”) and certain of
its affiliates. As a result of the agreement, Angelica will be able to avoid
unnecessary and costly litigation and a possible election contest, and can
devote its full attention to implementing the Company’s strategic plan for
increasing shareholder value.
Under the agreement, Pirate has agreed not to conduct an election contest at
the 2006 Annual Meeting, to support the Company’s director nominees, Steve
O’Hara and Ron Kruszewski, at the 2006 Annual Meeting, and to refrain from
proposing any matters for a shareholder vote at that Meeting. The agreement
contains certain other provisions with respect to Angelica, including
prohibitions on forming or joining a group of other shareholders, effecting or
encouraging a tender offer or business combination (unless it is initiated by a
third party), or taking other specified actions to affect the control of the
management or Board of Directors of the Company. Angelica and Pirate have also
agreed not to initiate litigation against the other for conduct occurring prior
to the settlement. With limited exception, the agreement expires at the
conclusion of the 2006 Annual Meeting.
Steve O’Hara, Chairman & CEO of Angelica, stated, “We are very pleased to
have reached agreement with Pirate Capital and to be able to focus one hundred
percent of our attention on our plan for improving the business and enhancing
shareholder value. Having recently completed a structural and cultural
reorganization of the company to a customer-centric versus operations-centric
business model, we are moving in the right direction. This agreement will allow
us to accelerate that progress and avoid a very distracting and costly election
contest.”
The foregoing description of the settlement agreement does not
purport to be complete and is qualified in its entirety by references to the
agreement, which is being filed as an exhibit to the respective SEC filings of
Angelica and Pirate Capital.
About Angelica
Angelica
Corporation, traded on the New York Stock Exchange under the symbol AGL, is a
leading provider of textile rental and linen management services to the U.S.
healthcare market. More information about Angelica is available on its website,
www.angelica.com.
About Pirate Capital
Pirate Capital serves as the investment
advisor to four event-driven hedge funds, Jolly Roger Fund LP, Jolly Roger
Offshore Fund LTD, Jolly Roger Activist Fund LP and Jolly Roger Activist Fund
LTD. Assets under management by Pirate Capital are approximately $1.8 billion.
Pirate Capital is registered with the Securities and Exchange Commission as an
investment advisor under the Investment Advisers Act of 1940.
Forward-Looking Statements
Any forward-looking statements made in this document reflect the
Company's current views with respect to future events and financial performance
and are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain risks and
uncertainties that may cause actual results to differ materially from those set
forth in these statements. These potential risks and uncertainties include, but
are not limited to, competitive and general economic conditions, the ability to
retain current customers and to add new customers in competitive market
environments, competitive pricing in the marketplace, delays in the shipment of
orders, availability of labor at appropriate rates, availability and cost of
energy and water supplies, the cost of workers' compensation and healthcare
benefits, the ability to attract and retain key personnel, the ability of the
Company to recover its seller note and avoid future lease obligations as part of
its sale of Life Uniform, the ability of the Company to accomplish its strategy
of redirecting its resources to its healthcare linen management business in a
timely and financially advantageous manner, unusual or unexpected cash needs for
operations or capital transactions, the effectiveness of certain expense
reduction initiatives, the ability to obtain financing in required amounts and
at appropriate rates and terms, the ability to identify, negotiate, fund,
consummate and integrate acquisitions, and other factors which may be identified
in the Company's filings with the Securities and Exchange Commission.
For additional information contact:
CONTACT:
STEVE O’HARA
CHIEF EXECUTIVE OFFICER
OR
COLLEEN HEGARTY
DIRECTOR OF INVESTOR RELATIONS
ANGELICA
CORPORATION
TELE: (314) 854-3800 |
MICHAEL FOX/DEVLIN LANDER
INTEGRATED CORPORATE RELATIONS, INC.
(203)
682-8200
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