Investigation Overview
Following LaBarges announcement that it entered into an agreement under which LaBarge, Inc will be acquired by Ducommun Inc. an investigation on behalf of investors of LaBarge, Inc. (AMEX:LB) over possible breaches of fiduciary duty was announced.
The investigations by law firms concern whether certain directors and officers at LaBarge, Inc. (AMEX: LB) or others breached their fiduciary duties in connection the proposed takeover.
On Monday, April 4, 2011 St. Louis based LaBarge, Inc. (NYSE Amex: LB) announced that they have entered into an agreement under which Ducommun Incorporated will acquire LaBarge, Inc for a purchase price of $19.25 per share in cash or a transaction valued at approximately $340 million, including debt assumed and net of cash acquired.
However the offer represents only a meager premium, given that shares of LaBarge, Inc. rose from $17.94 during Fridays trading to $19.17 on Monday or less than 7%. Further, LaBarges financial performance was increasing over the past years. LaBarges 52week Total Revenue rose from $235.20million reported on July 1, 2007 to $289.30million reported on June 27, 2010. Its Net Income increased over the same times frame from $11.34million to lately $14.89million. Furthermore LaBarge, Inc said that certain officers and directors have already agreed to vote a number of common shares representing approximately 19 percent of the voting power of LaBarge, Inc in favor of the merger.
Therefore the investigation concerns whether the LaBarge, Inc. Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of LaBarge, Inc. (AMEX:LB) and breached their fiduciary duties to LaBarge (LB) shareholder by failing to adequately shop the Company before entering into any transaction.
The investigation concerns also whether Ducommun would underpay for AMEX:LB shares, thus unlawfully harming LaBarge investors
A potential class action lawsuit would seek to maximize the amount of money and information LaBarge shareholders would receive in a buyout, so the law firm.