Investigation Overview
San Diego, Sept. 12, 2011 (Shareholders Foundation) -- The announcement by Global Industries that it agreed to be acquired by Technip at $8 per GBLBL shares prompted an investigation on behalf of investors of Global Industries, Ltd. (NASDAQ: GLBL) concerning whether the offer to acquire Global Industries, Ltd. (GLBL) and the buyout process would be unfair to investors of Global Industries (GLBL) and whether certain of its officers and directors or others breach their fiduciary duties owed investors in NASDAQ GLBL shares.
The investigation by a law firm concerns whether the Global Industries, certain of its officers and directors, and/or others breached their fiduciary duties owed to Global Industries, Ltd. (NASDAQ:GLBL) investors in connection with the proposed acquisition.
On September 12, 2011, Global Industries, Ltd. announced that it has entered into a merger agreement with Technip (nyse euronext paris:TEC) under which Technip will acquire Global Industries, Ltd. in an all cash merger. Under the terms of the proposed transaction Global Industries, Ltd. stockholders will receive $8.00 in cash for each NASDAQ:GLBL common stock. The transaction values Global at an enterprise value of approximately $1,073 million, including Global's approximately $136 million of net debt.
Global Industries, Ltd said the $8.00 per share acquisition price represents a 55% premium to Global's closing share price on September 9, 2011, the last trading day prior to announcement of the transaction, and a 92% premium to Global's average closing share price for the 30 trading days ending on September 9, 2011.
Following the takeover announcement shares of Global Industries, Ltd. (Public, NASDAQ:GLBL) rose from $5.15 on Friday September 9 to $7.77 in premarket on September 12, 2011.
However, shares of Global Industries, Ltd. (Public, NASDAQ:GLBL) traded as early as April 29, 2011 as high as $9.87 per share, thus well above the current offer leaving certain NASDAQ: GLBL stockholders with no premium but asking them to hand over their shares at a discount.
Therefore, the investigation concerns whether Technip would underpay for NASDAQ:GLBL shares, thus unlawfully harming Global Industries (GLBL) stockholders, and whether the Global Industries Board of Directors undertook an adequate sales process and in particular breached their fiduciary duties to NASDAQ:GLBL shareholders by failing to adequately shop the Company before entering into the transaction.
A potential securities class action lawsuit would seek to maximize the amount of money and information Global Industries, Ltd. (Public, NASDAQ:GLBL) shareholders would receive in a buyout, so the law firm.