Investigation Overview
An investigation on behalf of investors of CUI Global, Inc. (NASDAQ: CUI) shares over potential securities laws violations by CUI Global, Inc. and certain of its directors and officers in connection with certain financial statements was announced.
The investigation by a law firm focuses on possible claims on behalf of purchasers of the securities of CUI Global, Inc. (NASDAQ: CUI) concerning whether a series of statements by CUI Global, Inc. regarding its business, its prospects and its operations were materially false and misleading at the time they were made.
Tualatin, OR based CUI Global, Inc., through its subsidiaries, engages in the acquisition, development, and commercialization of power and electromechanical components worldwide. CUI Global, Inc. reported that its annual Total Revenue rose from $83.27 million in 2017 to $96.78 million in 2018 and that its Net Loss increased from $12.58 million in 2017 to $17.32 million in 2018.
On May 15, 2019, the board caused CUI Global to announce that it had entered into a letter of intent, relating to a business combination with Nikola, LLC. In a Form 8-K filed with the Securities & Exchange Commission (the 'SEC'), CUI Global described the transaction by stating it 'contemplates that we will issue shares representing approximately 85% ownership of CUI on a post transaction basis, plus cash consideration of $30 million payable at closing, plus $45 million as evidenced by a 1-year unsecured promissory note at 6.0% annualized interest paid quarterly in cash, plus assumption of $15 million in indebtedness. Additionally, the terms contemplate a potential earn out of an additional aggregate consideration of up to $200 million in cash payable over five years that is contingent on our consolidated post-closing EBITDA. The Potential Transaction, if consummated, will result in the equity holders of Nikola, LLC obtaining voting control over CUI.'
According to the investigation this recent action is the latest in a series of events that have caused some investors to question whether CUI Global's board members are acting in the company's best interest or have breached their fiduciary duties to the company and its shareholders.