Investigation Overview
April 29, 2020 - The case was voluntarily dismissed.
March 5, 2020 - An investigation on behalf of investors, who currently hold shares of Hexcel Corporation (NYSE: HXL), was announced concerning whether the takeover of Hexcel Corporation is unfair to NYSE: HXL stockholders.
The investigation by a law firm concerns whether certain officers and directors of Hexcel Corporation breached their fiduciary duties owed to NYSE: HXL investors in connection with the proposed acquisition.
Stamford, CT based Hexcel Corporation, together with its subsidiaries, develops, manufactures, and markets structural materials for use in commercial aerospace, space and defense, and industrial markets. On January 12, 2020, Woodward, Inc. (NASDAQ: WWD) and Hexcel Corporation (NYSE: HXL) announced an agreement to combine in an all-stock merger of equals to create a premier integrated systems provider serving the aerospace and industrial sectors. Under the terms of the agreement approved by the Boards of Directors of both companies, Hexcel shareholders will receive a fixed exchange ratio of 0.625 shares of Woodward common stock for each share of Hexcel common stock, and Woodward shareholders will continue to own the same number of shares of common stock in the combined company as they do immediately prior to the closing. Based on a closing price of $121.96 per NASDAQ: WWD shares on January 10, 2020, investors in Hexcel Corporation will receive a value of approximately $76.23 per share.
However, given that at least one analyst has set the high target price at $91.00 per NYSE: HXL share and given that NYSE: HXL shares traded as recently as September 2019 as high as $87.00 per share, the investigation concerns whether the offer is unfair to NYSE: HXL stockholders. More specifically, the investigation concerns whether the Hexcel 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.