Investigation Overview
An investigation concerning whether the offer to take over Baldor Electric Company at $63.50 per share and sale process are unfair to Baldor Electric Company (NYSE:BEZ) investors and certain officers and directors at Baldor Electric Co. breached their fiduciary duties was announced.
The investigation by a law firm concerns whether Baldor Electric Company and certain of its officers and directors breached their fiduciary duties owed Baldor Electric Company (NYSE:BEZ) investors in connection with the proposed takeover.
On Tuesday, Nov. 30, 2010 Baldor Electric Company (NYSE: BEZ) and ABB (NYSE: ABB), announced that they have agreed that ABB will acquire Baldor Electric Company in an all-cash transaction valued at approximately $4.2 billion, including $1.1 billion of net debt.
Under the terms of the definitive agreement ABB will commence a tender offer to purchase all of Baldor Electric Companys outstanding shares for $63.50 per share in cash.
Baldor Electric Co said the transaction represents a 41 percent premium to Baldors closing stock price on Nov. 29, 2010.
Shares of Baldor Electric Company (BEZ) jumped in response to the announcement from $45 to $63.25 per share.
But the investigation by a law firm concerns whether the offer undervalues Baldor Electric Company and the sale process is unfair to the shareholders of Baldor Electric Co (NYSE:BEZ).
Baldor Electrics 52week Total Revenue went from $811.28million in 2006 to $1,524million in 2009. Its Net Income went from $48.12million in 2006 to $59.80million in 2009. Baldor Electric Company reported for the first 39weeks in 2010 a combined Total Revenue of $1,290.68million with a Net Income of $63.5million.
Therefore the investigation concerns whether the Baldor Electric Company Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Baldor Electric Company (NYSE:BEZ) and breached their fiduciary duties to Baldor Electric (BEZ) shareholder by failing to adequately shop the Company before entering into the transaction.