Investigation Overview
After Fushi Copperweld Chairman and Chief Executive Officer, Mr. Li Fu proposed to take over Fushi Copperweld, Inc at $11.50 per share an investigation on behalf of investors of Fushi Copperweld, Inc. (NASDAQ:FSIN) over possible breaches of fiduciary duties by Chairman and Chief Executive Officer, Mr. Li Fu and certain Fushi Copperweld directors was announced.
The investigation by a law firm concerns whether CEO Mr. Li Fu, Abax Global Capital Limited, Fushi Copperweld, Inc and its Board breached their fiduciary duties owed to Fushi Copperweld, Inc. (Public, NASDAQ:FSIN) investors in connection with the proposed takeover.
On Wednesday, Nov. 3, 2010, Fushi Copperweld, Inc. (Nasdaq: FSIN ) 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.
But the investigation by a law firm concerns whether offered price and the sale process are unfair to the shareholders of Fushi Copperweld, Inc. (NASDAQ:FSIN).
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 Copperwelds 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.
Therefore the investigations concern whether the Fushi Copperweld, Inc. Board of Directors undertake an adequate and fair sales process to obtain fair consideration for all shareholders of Fushi Copperweld, Inc. (NASDAQ:FSIN) and breach their fiduciary duties to Fushi Copperweld (FSIN) shareholder by failing to adequately shop the Company before entering into any transaction.