Investigation Overview
San Diego, March 19, 2012 (Shareholders Foundation) -- The announcement by Adams Golf, Inc. that it agreed to be acquired for $10.80 per NASDAQ:ADGF caused an investigation for investors in Adams Golf, Inc. (NASDAQ:ADGF) shares concerning whether the offer to acquire Adams Golf, Inc. and the buyout process are unfair to investors in NASDAQ:ADGF shares.
The investigations by law firms concern whether certain officers and directors of Adams Golf, Inc. breached their fiduciary duties owed to Adams Golf, Inc. (NASDAQ:ADGF) investors in connection with the proposed acquisition.
On Monday, 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 AGs 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.
Following the takeover news shares of Adams Golf, Inc. (NASDAQ:ADGF) jumped from $9.86 per share on Friday to $10.80 during Monday, March 19, 2012.
However, Adams Golf, Inc. financial performance increased lately. In fact, 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, 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 Golfs outstanding shares, have already agreed to vote their shares in favor of the transaction.
Therefore the investigation for NASDAQ:ADGF investors concerns whether the Adams Golf, Inc. (NASDAQ:ADGF) Board of Directors undertook an adequate sales process and in particular breached their fiduciary duties to NASDAQ:ADGF shareholders by failing to adequately shop the Company before entering into this transaction.