Lawsuit Overview
July 2, 2012 (Update) -- On June 28, 2012, Fushi Copperweld, Inc. (Nasdaq: FSIN)announced that it has entered into an Agreement and Plan of Merger (the Merger Agreement ) with entities affiliated with its Chairman and Co-Chief Executive Officer, Mr. Li Fu, and Abax Global Capital (Hong Kong) Limited ( Abax ), at a price of $9.50 per share in cash.
Nov. 9, 2011 (Shareholders Foundation) -- An investor in FSIN shares filed a lawsuit against the CEO and directors of Fushi Copperweld for allegedly breaching their fiduciary duties owed to all Fushi Copperweld stockholders by their attempt to sell Fushi Copperweld too cheaply to CEO Li Fu for $11.50 per share and to block the deal under the current conditions.
According to the complaint the plaintiff alleges that defendants breach their fiduciary duties owed to all investors in Fushi Copperweld if they pursue “the unlawful plan to squeeze out Fushi’s public stockholders for grossly inadequate consideration and without a fair process”.
On Wednesday, Nov. 3, 2010, Fushi Copperweld, Inc. (Nasdaq: FSIN ) had announced that its Board of Directors has received a proposal letter from its Chairman and Chief Executive Officer, Mr. Li Fu and Abax Global Capital Limited on behalf of funds managed by it and its affiliates to acquire all of the outstanding shares of Common Stock of Fushi Copperweld, Inc. (FSIN) not currently owned by CEO Mr. Li Fu and his affiliates in a going private transaction for $11.50 per share in cash, subject to certain conditions.
Shares of Fushi Copperweld, Inc. went from almost $10 on Nov. 1, to roughly $9 on Nov. 2, before increasing after the announcement to $10.60 on Wednesday.
But FSIN shares traded as recently as April 2010 as high as $12.76 per share. In addition Fushi Copperweld’s 12 month total revenue went from $67.60million in 2006 to $182.93million in 2009. Its Net Income rose from $17.18million to $23.99million. For the first two quarters in 2010 Fushi Copperweld reported $59.55million, respectively $69.01million in Total Revenue. It reported $7.37million and $13.44 in Net Income for the first two quarters.
Furthermore Mr. Fu admitted that he and his affiliates own already approximately 29.2% of Fushi's Common Stock and the plaintiff claims that although Fushi Copperweld has formed a so-called “special committee’ to evaluate the proposed buyout, the offer is essentially a fair accompli because the special committee is acting to appease CEO FU and Abax Global Capital Limited, which have no interest in a fair evaluation of the buyout.