Lawsuit Overview
An investor in Ladish Co., Inc. (NASDAQ:LDSH) shares filed a lawsuit in State Court alleging breaches of fiduciary duties by directors of Ladish Co arising out of their attempt to sell Ladish Co., Inc. too cheaply too Allegheny Technologies, Inc.
According to the complaint the plaintiff alleges that the defendants 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 plaintiff alleges that the proposed buyout is the product of a flawed process that is designed to ensure the merger of Ladish Co., Inc with Allegheny Technologies on terms preferential to Allegheny Technologies but detrimental to the plaintiff and the other public stockholders of Ladish Co.
Further the plaintiff claims the company has performed well for its shareholders, weathering the economic turmoil of the recent years, and all indications are that the company’s stock will continue to rise. The Plaintiff says Ladish Co identified in its recently release of its third quarter results how promising its prospects are. 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.