Investigation Overview
September 2, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Schuff International, Inc (OTCMKTS:SHFK), was announced concerning whether the takeover of Schuff International, Inc by HC2 Holdings is unfair to OTCMKTS:SHFK stockholders.
The investigation by a law firm concerns whether certain officers and directors of Schuff International, Inc breached their fiduciary duties owed to OTCMKTS:SHFK investors in connection with the proposed acquisition.
On August 21, 2014, HC2 Holdings, Inc. (OTCQB: HCHC) announced the commencement of a tender offer for all of the outstanding shares of common stock of Schuff International, Inc that it does not already own for $31.50 per share, net to the holder thereof in cash, without interest thereon and subject to any required tax withholding.
However, given that HC2 Holdings, Inc. currently owns 70% of the outstanding shares of common stock of Schuff International, Inc, the investigation concerns whether the offer is unfair to OTCMKTS:SHFK stockholders.
In addition, after the takeover news shares of Schuff International, Inc reached in the open market as high as $33.50 per share on August 28, 2014, the investigation concerns whether the Schuff International 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.
Schuff International, Inc reported that its annual Total Revenue increased from $392.16 million in 2012 to $416.14 million in 2013 and that its Net Loss of $5.03 million in 2012 turned into a Net Income of 12.71 million in 2013. Shares of Schuff International, Inc (OTCMKTS:SHFK) grew from $6.50 per share on August 2012 to as high as $31.50 per share on August 19, 2014.