Investigation Overview
May 12, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of PMFG Inc (NASDAQ:PMFG), was announced concerning whether the takeover of PMFG Inc by CECO Environmental Corp for a value of approximately $6.85 per share is unfair to NASDAQ:PMFG stockholders.
The investigation by a law firm concerns whether certain officers and directors of PMFG Inc breached their fiduciary duties owed to NASDAQ:PMFG investors in connection with the proposed acquisition.
On May 4, 2015, CECO Environmental Corp. (Nasdaq:CECE) and PMFG Inc (NASDAQ:PMFG) announced that the companies have entered into a definitive merger agreement in which CECO Environmental Corp will acquire PMFG Inc (NASDAQ:PMFG). Under the terms of the proposed transaction CECO Environmental Corp will acquire all of the outstanding shares of PMFG Inc (NASDAQ:PMFG) common stock for cash and stock valued at$6.85 per share
However, given that at least one analyst has set the high target price for NASDAQ:PMFG shares at $9.50 per share and that NASDAQ:PMFG shares traded in late 2013 as high as $9.07 per share, the investigation concerns whether the offer is unfair to NASDAQ:PMFG stockholders. More specifically, the investigation concerns whether the PMFG 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.