<p>On Thursday, October 9, 2008 a law firm has filed on behalf of a shareholder a proposed securities class action against Irex Corp. (PINK: IREX) on behalf of all persons and entities who directly or beneficially owned Irex Corp. common stock as of September 7, 2006, the record date set for determining those shareholders of Irex Corp. common stock entitled to vote on the merger transaction</p> <p> </p>
<p>According to the complaint the plaintiff alleges that defendants used unfair processes they created for the Transaction to cash out, at an inadequate and unfair price, all of the outstanding common stock of Irex owned by plaintiff and the other excluded shareholders. According to the press release Irex merged into Irex Acquisition Corp., a specially formed, wholly owned subsidiary of North Lime Holdings Corporation which, itself, was created as a shell company by the Directors, in particular Liddell, Kleinman, Isaac, Judge, Lardner, Shirk, Wolf, Pickell, and Hipolit, to become the holding company parent of Irex.<br /> The plaintiff alleges that the Transaction was orchestrated and implemented in bad faith by defendants for the specific purpose of squeezing out the common stock holders and delivering complete ownership of Irex to the shareholders of North Lime and to Irex’s preferred shareholders (all of whom are the Directors and/or their family members) so that Irex could be converted to an S-Corporation and deliver significant federal income tax benefits to the Directors and the preferred shareholders. In pursuing their unlawful plan to acquire the 21 % of Irex common stock held or controlled by those Irex shareholders other than the Directors, each Director, along with the additional directors specifically appointed to the Irex Board of Directors to confer “independent” approval upon the Transaction, acted in bad faith and violated applicable law by directly breaching and/or aiding and abetting the other defendants’ breaches of their fiduciary duties of utmost loyalty, due care, candor, independence, good faith and fair dealing, so the lawsuit.</p>
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