Lawsuit Overview
March 28, 2017 (Shareholders Foundation) - An investor who currently holds NYSE:MPG shares of Metaldyne Performance Group Inc () filed a lawsuit in effort to halt the proposed takeover of Metaldyne Performance Group Inc by American Axle & Manufacturing Holdings, Inc..
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:MPG stockholders by agreeing to sell Metaldyne Performance Group Inc too cheaply via an unfair process to American Axle & Manufacturing Holdings, Inc.
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 MPG’s 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 AAM’s closing stock price on November 2, 2016, Metaldyne shareholders would have received compensation valued at approximately $21.81 per share.
However, plaintiff claims that the proposed consideration NYSE:MPG shareholders will receive is grossly inadequate and undervalues Metaldyne Performance Group Inc. In addition, the plaintiff alleges that the process is also unfair to NYSE:MPG stockholders. Indeed, 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.
On March 28, 2017, NYSE:MPG shares closed at $22.80 per share.