Court Denies Plaintiff's Request for Expedited Proceedings in Putative Class-Action Suit Regarding Perini Merger with Tutor-Sali
August 20 2008 - 10:29AM
Business Wire
Perini Corporation (NYSE: PCR), a leading building, civil
construction and construction management company, announced today
that the Massachusetts Superior Court denied the plaintiff�s
request for expedited proceedings regarding a putative class action
suit brought in opposition to Perini�s proposed merger with
Tutor-Saliba Corporation. With the Court's denial of the motion,
the litigation will proceed in an ordinary process. All defendants
have moved to dismiss the litigation. Accordingly, Perini
Corporation is not aware of any potential legal impediment to
holding the shareholder vote on the proposed merger with
Tutor-Saliba on schedule. In this lawsuit, the plaintiff, who owns
a total of 17 shares of Perini common stock, generally alleged that
the Perini Board of Directors agreed to a share exchange ratio that
was unfair to Perini shareholders, and that Perini's proxy
statement provided shareholders inadequate disclosure about the
proposed merger. The plaintiff, who is represented by Bull &
Lifshitz, LLP, asked the Court to expedite proceedings so that she
could have a hearing on a motion to enjoin the shareholder vote on
the merger, which is scheduled for September 5, 2008. On August 13,
2008, the judge denied the plaintiff�s request, finding that the
plaintiff failed to make colorable claims or demonstrate that she
would suffer irreparable harm requiring injunctive relief. The
judge noted that the Securities and Exchange Commission�s approval
of the final Perini proxy on August 6, 2008 �was a particularly
persuasive indication that the proxy is adequate to permit
shareholders to make an informed choice" regarding the proposed
merger. About Perini Corporation Perini Corporation is a leading
construction services company offering diversified general
contracting, construction management and design/build services to
private clients and public agencies throughout the world. We have
provided construction services since 1894 and have established a
strong reputation within our markets by executing large complex
projects on time and within budget while adhering to strict quality
control measures. We offer general contracting, pre-construction
planning and comprehensive project management services, including
the planning and scheduling of the manpower, equipment, materials
and subcontractors required for a project. We also offer
self-performed construction services including sitework, concrete
forming and placement and steel erection. We are known for our
hospitality and gaming industry projects, sports and entertainment,
educational, transportation, healthcare, biotech, pharmaceutical
and high-tech facilities, as well as large and complex civil
construction projects and construction management services to U.S.
military and government agencies. The statements contained in this
Release that are not purely historical are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934,
including without limitation, statements regarding the Company�s
expectations, hopes, beliefs, intentions or strategies regarding
the future. These forward-looking statements are based on the
Company�s current expectations and beliefs concerning future
developments and their potential effects on the Company. There can
be no assurance that future developments affecting the Company will
be those anticipated by the Company. These forward-looking
statements involve a number of risks, uncertainties (some of which
are beyond the control of the Company) or other assumptions that
may cause actual results or performance to be materially different
from those expressed or implied by such forward-looking statements.
These risks and uncertainties include, but are not limited to, the
Company's ability to successfully and timely complete construction
projects; the Company�s ability to convert backlog into revenue;
the potential delay, suspension, termination, or reduction in scope
of a construction project; the continuing validity of the
underlying assumptions and estimates of total forecasted project
revenues, costs and profits and project schedules; the outcomes of
pending or future litigation, arbitration or other dispute
resolution proceedings; the availability of borrowed funds on terms
acceptable to the Company; the ability to retain certain members of
management; the ability to obtain surety bonds to secure its
performance under certain construction contracts; possible labor
disputes or work stoppages within the construction industry;
changes in federal and state appropriations for infrastructure
projects; possible changes or developments in worldwide or domestic
political, social, economic, business, industry, market and
regulatory conditions or circumstances; and actions taken or not
taken by third parties, including the Company�s customers,
suppliers, business partners, and competitors and legislative,
regulatory, judicial and other governmental authorities and
officials; the ability to obtain the approval of the transaction
with Tutor-Saliba by Perini shareholders; the ability to satisfy
the conditions to the transaction with Tutor-Saliba on the terms
and expected timeframe or at all; transaction costs from the
transaction with Tutor-Saliba; the effects of disruption from the
transaction with Tutor-Saliba making it more difficult to maintain
relationships with employees, customers, other business partners or
government entities; the ability to realize the expected synergies
resulting from the transaction with Tutor-Saliba in the amounts of
in the timeframe anticipated and the ability to integrate
Tutor-Saliba�s businesses into those of Perini in a timely and
cost-efficient manner. The Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except
as may be required under applicable securities laws.
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