Lawsuit Overview
An investor in GLG stock filed a lawsuit in Delaware Court on behalf of current investors in GLG Partners, Inc. (NYSE:GLG) alleging breaches of fiduciary duty by the board of directors of GLG Partners for selling GLG Partners too cheaply through an unfair process to Man Group.
GLG Partners, Inc. (GLG), located in New York, is an asset management company. The Company offers a range of investment products and managed account services.
On Monday, May 17, 2010, GLG Partners, Inc.(NYSE: GLG) announced that it has agreed to be acquired by Man Group plc. Under the terms of the merger agreement, Man Group plc will acquire the outstanding common stock of GLG Partners, Inc not subject to the share exchange for $4.50 per share through a merger with a wholly owned subsidiary of Man Group plc. Man will acquire all of the common stock of GLG held by the principals and the equity participation plan partnerships in exchange for Man ordinary shares at an exchange ratio of 1.0856 Man shares per GLG share. Based on the closing prices of GLG and Man stock on May 14, 2010, the exchange ratio represents a value of $3.50 per GLG share. The share exchange is subject to a cap on the value of Man shares to be received of $4.25 per GLG share. Finally, pursuant to the terms of the merger agreement, GLG will make a cash offer to purchase all outstanding warrants for $0.129 per warrant, the closing price for the warrants on the NYSE on May 14, 2010. According to GLG Partners, Inc its Board of Directors of GLG has unanimously approved the merger and the $4.50 per share cash consideration to be paid in the merger represents a 55% premium to the closing price of GLG's common stock on May 14, 2010, the last trading day prior to the announcement of the execution of a definitive merger agreement.
On May 24, 2010 an investor filed a lawsuit against the takeover alleging breaches of fiduciary duty by the Board of Directors of GLG Partners (GLG) arising out of their attempt to sell GLG Partners, Inc. (NYSE:GLG) to Man Group plc. The plaintiff accuses, among other things, that the timing of the proposed transaction has been engineered to take advantage of a recent decline in the trading price of GLG’s shares, and if the transaction will be consummated it will result in GLG’s shareholders being cashed out of their interest in the company at below the company’s true value. In addition, the agreement between GLG and Man Group plc. Contains provision designed to entrench management and deter alternative offers for the company, such as a non-solicitation clause and a termination fee of $48Million, so the lawsuit.
Shares of GLG Partners, Inc. (GLG) traded after the announcement at $4.34 per share, and at about $3 per share days before the news. GLG shares were down from its 52weekHigh of $4.61 per share, and over $13 per share in 2008.