Investigation Overview
November 10, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Hutchinson Technology Incorporated (NASDAQ:HTCH), was announced concerning whether the takeover of Hutchinson Technology Incorporated by TDK Corporation is unfair to NASDAQ:HTCH stockholders.
The investigation by a law firm concerns whether certain officers and directors of Hutchinson Technology Incorporated breached their fiduciary duties owed to NASDAQ:HTCH investors in connection with the proposed acquisition.
On November 2, 2015 TDK Corporation and Hutchinson Technology Incorporated (NASDAQ:HTCH) jointly announced that they have entered into a merger agreement under which TDK will acquire all of the outstanding shares of common stock of Hutchinson Technology Incorporated (NASDAQ:HTCH)for base consideration of US$3.62 per share, plus additional consideration of up to US$0.38 per share, depending on the level of cash (subject to certain adjustments) less any outstanding borrowings on HTI's revolving line of credit ('net cash') held by HTI as of the last day of the fiscal month immediately preceding the closing date.
However, given that at least one analyst has set the low target price for NASDAQ:HTCH shares at $4.00 per share, the investigation concerns whether the offer is unfair to NASDAQ:HTCH stockholders. More specifically, the investigation concerns whether the Hutchinson Technology 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.
Shares of Hutchinson Technology Incorporated (NASDAQ:HTCH) reached as high as $4.49 per share in August 2014, respectively $6.10 per share in June 2013.