Investigation Overview
An investigation on behalf of investors, who currently hold shares of Layne Christensen Company (NASDAQ:LAYN), was announced concerning whether the takeover of Layne Christensen Company by Granite Construction Incorporated is unfair to NASDAQ:LAYN stockholders.
The investigation by a law firm concerns whether certain officers and directors of Layne Christensen Company breached their fiduciary duties owed to NASDAQ:LAYN investors in connection with the proposed acquisition.
On February 14, 2018, Granite Construction Incorporated (NYSE: GVA) and Layne Christensen Company (NASDAQ:LAYN) announced that they have entered into an agreement whereby Granite will acquire all of the outstanding shares of Layne in a stock-for-stock transaction valued at $565 million, including the assumption of net debt. Under the terms of the agreement, Layne Christensen Company (NASDAQ:LAYN) shareholders will receive a fixed exchange ratio of 0.270 Granite shares for each share of Layne common stock they own, or a value of $17.00 per Layne Christensen Company (NASDAQ:LAYN) share.
However, given that Wynnefield Capital, which has an approximate 9% voting interest in Layne Christensen Company, has already agreed to vote in favor of the transaction, the investigation concerns whether the offer is unfair to NASDAQ:LAYN stockholders. More specifically, the investigation concerns whether the Layne Christensen 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.