Investigation Overview
An investigation on behalf of investors of Ladish Co., Inc. (NASDAQ:LDSH) concerning whether the offer and sale process are unfair to LDSH investors was announced after Ladish Co., Inc. said it has agreed to be taken over by Allegheny Technologies, Inc.
The investigation by a law firm focuses on whether Allegheny Technologies, Ladish Co., Inc. and certain of its officers and directors breached their fiduciary duties owed to Ladish Co., Inc. (NASDAQ:LDSH) investors in connection with the proposed takeover.
On Wednesday, November 17, 2010, Ladish Co., Inc (NASDAQ: LDSH) and Allegheny Technologies Incorporated (NYSE: ATI) announced that they have entered into a merger agreement whereby Allegheny Technologies Inc will acquire Ladish Co., Inc for an aggregate fully distributed equity value of approximately $778 million. Under the terms of the agreement Ladish Co., Inc shareholders will receive $24.00 in cash and 0.4556 of a share of Allegheny Technologies Inc (ATI) common stock for each share of Ladish common stock.
Based on the volume weighted average price of Allegheny Technologies Inc (ATI) common stock over the last 10 trading days ending November 16, 2010, the aggregate consideration on a fully diluted basis is $48.00 per Ladish (LDSH) share.
Shares of Ladish Co., Inc. (NASDAQ: LDSH) traded days before the announcement at roughly $31.50 per share and jumped in response to the takeover news to $46 per share.
But the investigation by a law firm concerns whether the offer undervalues Ladish Co., Inc. and the sale process is unfair to the shareholders of Ladish Co., Inc. (NASDAQ:LDSH).
Ladish Co. 12 month Total Revenue ranged between 2006 and 2009 from $349.83million to $469.47million. For the first three quarters in 2010 Ladish Co. reported $98.95milliom, $99.41million, and $100.28million quarterly Total Revenue.
Therefore the investigation concerns whether the Ladish Co. Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Ladish Co., Inc. (NASDAQ:LDSH) and breached their fiduciary duties to Ladish (LDSH) shareholder by failing to adequately shop the Company before entering into the transaction with Allegheny Technologies Inc.