Investigation Overview
November 30, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Breeze-Eastern Corp (NYSEMKT:BZC), was announced concerning whether the takeover of Breeze-Eastern Corp. by TransDigm Group Incorporated is unfair to NYSEMKT:BZC stockholders.
The investigation by a law firm concerns whether certain officers and directors of Breeze-Eastern Corp breached their fiduciary duties owed to NYSEMKT:BZC investors in connection with the proposed acquisition.
On November 19, 2015 TransDigm Group Incorporated (NYSE:TDG) and Breeze-Eastern Corp (NYSEMKT:BZC ) announced a merger agreement providing for Breeze-Eastern Corp (NYSEMKT:BZC) to become an indirect wholly-owned subsidiary of TransDigm Group Incorporated. Under the terms of the agreement, a subsidiary of TransDigm Group Incorporated will commence a tender offer to acquire all of the outstanding shares of Breeze-Eastern Corp (NYSEMKT:BZC) common stock for $19.61 per share in cash, in a transaction valued at approximately $206 million.
However, given that NYSEMKT: BZC shares traded in the open market as recently as November 2, 2015, as high as $21.25 per share and that NYSEMKT: BZC shares rose following the takeover announcement to as high as $20.44 per share on November 25, 2015, the investigation concerns whether the offer is unfair to NYSEMKT:BZC stockholders. More specifically, the investigation concerns whether the Breeze-Eastern Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Breeze-Eastern Corp reported that its Total Revenue rose from $85.93 million for the 12 months period that ended on March 31, 2014 to $89.78 million for the 12 months period that ended on March 31, 2015 and that its Net Income for those respective time periods increased from $5.64 million to $14.91 million.