Investigation Overview
October 11, 2016 (Update) - On Sept. 06, 2016, Federal-Mogul Holdings Corp (NASDAQ:FDML) and Icahn Enterprises L.P. (NASDAQ:IEP) announced that Federal-Mogul Holdings Corp (NASDAQ:FDML) had entered into an Agreement and Plan of Merger with a subsidiary of Icahn Enterprises, Federal-Mogul Holdings Corps majority shareholder, pursuant to which Icahn Enterprises will offer to purchase all of the outstanding shares of Federal-Mogul Holdings Corp (NASDAQ:FDML) common stock not owned by Icahn Enterprises or its affiliates, in an all-cash transaction for $9.25 per share.
However, given that shares of Federal-Mogul Holdings Corp (NASDAQ:FDML) reached after the takeover announcement in the open market as high $9.90 per share on Setpember 22, respectively 23, the investigation concerns whether the offer is unfair to Federal-Mogul Holdings Corp (NASDAQ:FDML stockholders. More specifically, the investigation concerns whether the Federal-Mogul Holdings Corp (NASDAQ:FDML 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.
March 8, 2016 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Federal-Mogul Holdings Corp (NASDAQ:FDML), was announced concerning whether the takeover of Federal-Mogul Holdings Corp. at $7.00 per share is unfair to NASDAQ:FDML stockholders.
The investigation by a law firm concerns whether certain officers and directors of Federal-Mogul Holdings Corp breached their fiduciary duties owed to NASDAQ:FDML investors in connection with the proposed acquisition.
On Feb. 29, 2016, Federal-Mogul Holdings Corp (NASDAQ:FDML) announced that it has received a proposal from its majority shareholder, Icahn Enterprises L.P., to purchase the shares of Federal-Mogul Holdings Corp common stock not owned by Icahn Enterprises L.P. in a merger transaction pursuant to which the Federal-Mogul Holdings Corp shareholders would receive $7 in cash for each of their Federal-Mogul Holdings Corp (NASDAQ:FDML) shares.
However, given that NASDAQ:FDML shares rose to as high as $8.20 per share on March 3, 2016, the investigation concerns whether the offer is unfair to NASDAQ:FDML stockholders. More specifically, the investigation concerns whether the Federal-Mogul Holdings 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.
Federal-Mogul Holdings Corp reported that its annual Total Revenue rose from over $6.44 million in 2012 to over $6.78 billion in 2013 and that its Net Loss of $98.00 million in 2012 turned into a Net Income of $93.00 million in 2013. Shares of Federal-Mogul Holdings Corp (NASDAQ:FDML) reached as high as $20.82 per share in July 2014.