April 8, 2013 (Shareholders Foundation ) - An investor who holds NASDAQ:EDAC shares filed a lawsuit against directors in effort to stop the proposed takeover of EDAC Technologies Corporation by GB Aero Engine LLC, an affiliate of Greenbriar Equity Group LLC for $17.75 per NASDAQ:EDAC share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:EDAC stockholder by agreeing to sell the company too cheaply and via an unfair price to Greenbriar Equity Group LLC

On March 18, 2013, EDAC Technologies Corporation announced it has entered into an agreement to be acquired by GB Aero Engine LLC, an affiliate of Greenbriar Equity Group LLC, for $17.75 per share in cash, pursuant to a cash tender offer and second step merger, for an aggregate equity value of approximately $104.1 million.

However, the plaintiff claims that the $17.75-offer is too low and undervalues the company. Indeed, NASDAQ:EDAC shares jumped after the takeover announcement in the open market to as high as $18.54 per share, thus well above the current offer. In addition, EDAC Technologies’ performance improved latelty. For instance, EDAC Technologies Corporation reported that its Total Revenue rose from $73.06 million for the 12 months period that ended on Jan. 1, 2011 to $86.63 million for the 12 months period that ended on Dec. 31, 2012 and that its Net Income for those time periods increased from $0.84 million to $3.55 million. Furthermore, shares of EDAC Technologies Corporation (NASDAQ:EDAC) grew from as low as $3.17 per share in November 2010 to as high as $14.48 per share in August 2012.

Additionally, the plaintiff says that the process is also unfair to NASDAQ:EDAC stockholders. Indeed, members of the Board and executive officers of EDAC, who own approximately 18.2 percent of the Company’s outstanding shares in the aggregate, have already entered into agreements pursuant to which they will tender their shares into the offer.

The plaintiff also says that the proposed transaction includes certain deal protection devices that preclude the EDAC Technologies board of directors from soliciting or entering into a superior third party offer, while a section of the merger agreement prohibits the board from even discussing such proposals with third parties, or providing non-public information to third parties that would allow them to effectively consider making superior acquisition proposals.

On April 8, 2013, NASDAQ:EDAC shares closed at $17.73 per share.