May 22, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of GrafTech International Ltd (NYSE:GTI), was announced concerning whether the takeover of GrafTech International Ltd. by Brookfield Asset Management Inc for $5.05 per share is unfair to NYSE:GTI stockholders.

The investigation by a law firm concerns whether certain officers and directors of GrafTech International Ltd breached their fiduciary duties owed to NYSE:GTI investors in connection with the proposed acquisition.

On May 4, 2015 GrafTech International Ltd announced it has entered into an investment agreement with an affiliate of Brookfield Asset Management Inc. (NYSE: BAM) (TSX: BAM.A) (Euronext: BAMA) (under which Brookfield Asset Management Inc will acquire $150 million of 7% convertible preferred shares of GrafTech in a private offering.

Then on May 18, 2015, GrafTech International Ltd (NYSE:GTI) announced it has entered into an agreement and plan of merger with an affiliate ofBrookfield Asset Management Inc. (NYSE: BAM) (TSX: BAM.A) (Euronext: BAMA) under which ofBrookfield Asset Management Inc will commence a tender offer to acquire up to all of the outstanding shares of GrafTech International Ltd (NYSE:GTI) common stock. Under the terms of the agreement, ofBrookfield Asset Management Inc will commence a tender offer to purchase up to all of the outstanding shares of GrafTech International Ltd (NYSE:GTI) common stock at a purchase price of $5.05 per share.

However, given that at least one analyst has set the high target price for NYSE:GTI shares at $6.00 per share and that NYSE:GTI shares traded in early 2014 as high as $11.87 per share, the investigation concerns whether the offer is unfair to NYSE:GTI stockholders.

In addition, given that certain holders of approximately 11% of the outstanding shares of GrafTech International Ltd (NYSE:GTI) common stock, including GrafTech director Nathan Milikowsky, have already agreed to support the transaction and tender their shares in the tender offer, the investigation concerns whether the GrafTech International 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.