Valpey-Fisher Corporation Announces Filing of Supplement to Proxy Statement and Settlement of Litigation Related to Proposed Merger

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Valpey-Fisher Corporation
VPF
announced today that it has filed with the Securities and Exchange Commission a supplement to its definitive proxy materials relating to the previously announced proposed merger of Valpey-Fisher with VF Acquisition Corp., an indirect wholly-owned subsidiary of CTS Corporation
CTS
, pursuant to an Agreement and Plan of Merger, dated as of November 17, 2011. The Proxy Supplement has been filed in connection with the settlement of a class action litigation relating to the proposed merger. As described in the Proxy Supplement, a putative class action lawsuit was brought against Valpey-Fisher, each member of Valpey-Fisher's Board of Directors, CTS and VF Acquisition Corp., challenging the proposed merger, in the Circuit Court for Montgomery County, Maryland on behalf of Valpey-Fisher's stockholders. On January 12, 2012, counsel for all the parties entered into a memorandum of understanding, in which they agreed on the terms of a settlement of the stockholder litigation. The proposed settlement is conditioned upon, among other things, consummation of the merger and final approval of the proposed settlement by the court. Pursuant to the terms of the memorandum of understanding, Valpey-Fisher has agreed to make certain supplemental disclosures related to the merger, which are contained in the Proxy Supplement filed today. The settlement will not affect the amount of the merger consideration that Valpey-Fisher's stockholders are entitled to receive in the merger.
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