Investigation Overview
November 16, 2016 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Metaldyne Performance Group Inc (NYSE:MPG), was announced concerning whether the takeover of Metaldyne Performance Group Inc by American Axle & Manufacturing Holdings, Inc. for a value of approximately $21.81 per share is unfair to NYSE:MPG stockholders.
The investigation by a law firm concerns whether certain officers and directors of Metaldyne Performance Group Inc breached their fiduciary duties owed to NYSE:MPG investors in connection with the proposed acquisition.
On November 3, 2016, American Axle & Manufacturing Holdings, Inc. (AAM), (NYSE: AXL) and Metaldyne Performance Group Inc (NYSE:MPG) announced that the companies have entered into a merger agreement under which AAM will acquire MPG for approximately $1.6 billion in cash and stock, plus the assumption of $1.7 billion in net debt. Under the terms of the agreement, each share of MPGs common stock will be converted into the right to receive $13.50 per share in cash and 0.5 share of AAM common stock. Based on AAMs closing stock price on November 2, 2016, Metaldyne shareholders would have received compensation valued at approximately $21.81 per share.
However, given that concurrent with the signing of the merger agreement, AAM already entered into a voting agreement with an affiliate of American Securities LLC, the controlling stockholder of MPG, pursuant to which American Securities LLC has agreed to vote in favor of and otherwise support the transaction, subject to the terms of the voting agreement, the investigation concerns whether the offer is unfair to NYSE:MPG stockholders. More specifically, the investigation concerns whether the Metaldyne Performance Group 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.
Metaldyne Performance Group Inc reported that its annual Total Revenue rose from over $2.71 billion in 2014 to over $3.04 billion in 2015 and that its Net Income increased from $72.83 million in 2014 to $125.30 million in 2015.
Shares of Metaldyne Performance Group Inc (NYSE:MPG) reached as high as $22.92 per share in November 2015.
On November 16, 2016, NYSE:MPG shares closed at $20.00 per share.