San Diego, March 30, 2012 (Shareholders Foundation) -- An investor in NASDAQ:ADGF shares filed a lawsuit against members of the board of directors of Adams Golf, Inc. in effort to block the proposed takeover of Adams Golf, Inc. for $10.80 per NASDAQ:ADGF caused.
According to the complaint the plaintiff alleges that defendants breached their fiduciary duties owed to NASDAQ:ADGF stockholders arising out of the attempt to sell Adams Golf, Inc. too cheaply to the adidas Group.

On March 19, 2012, the adidas Group and Adams Golf, Inc. (NASDAQ: ADGF) announced a merger agreement under which Adams Golf, Inc. would be acquired by Adidas AG’s TaylorMade-adidas Golf Division, in a transaction valued at approximately $70 million. Under the terms of the proposed transaction, Adams Golf, Inc. (NASDAQ: ADGF) stockholders will receive $10.80 in cash for each NASDAQ: ADGF common stock held.

However, the plaintiff claims the $10.80offer is inadequate and undervalues Adams Golf, Inc. and fails to adequately compensate shareholders for the significant synergies.

In fact, Adams Golf’s financial performance increased lately. Its annual Revenue rose from $76.14million in ’09 to $96.50million in 2011 and more importantly Adams Golf, Inc. was able pull out of a Net Loss of $12.19million in 2009 and report a Net Income of $14.46million in 2011.

Furthermore, so the plaintiff, defendants have agreed to lock up the proposed transaction with deal protection devices, such as a no solicitation, a matching rights, and a termination fee provision of approximately 4% of the total offer, that preclude other bidders. Additionally certain insiders, who include John M. Gregory, Joseph R. Gregory, SJ Strategic Investments LLC, B.H. (Barney) Adams, Russell L. Fleischer, Mark R. Mulvoy and Robert D. Rogers, who collectively own approximately 35% of Adams Golf’s outstanding shares, have already agreed to vote their shares in favor of the transaction.