Investigation Overview
January 19, 2017 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Steel Excel Inc (OTCMKTS:SXCL), was announced concerning whether the takeover of Steel Excel Inc. by Steel Partners Holdings L.P. for $17.80 per share is unfair to OTCMKTS:SXCL stockholders.
The investigation by a law firm concerns whether certain officers and directors of Steel Excel Inc breached their fiduciary duties owed to OTCMKTS:SXCL investors in connection with the proposed acquisition.
On December 7, 2016, Steel Partners Holdings L.P. (NYSE:SPLP) announced it has signed an agreement to acquire the remaining shares it does not own of Steel Excel Inc (OTCMKTS:SXCL). Under the agreement, Steel Partners Holdings L.P. (NYSE:SPLP), through a wholly owned subsidiary, will commence an exchange offer to acquire all of the outstanding shares of Steel Excels common stock (not owned b Steel Partners or any of its affiliated entities) for $17.80 per share in preferred units of Steel Partners Holdings L.P. (NYSE:SPLP).
However, given that Steel Partners Holdings L.P. (NYSE:SPLP) currently owns approximately 64% of Steel Excels outstanding shares, the investigation concerns whether the offer is unfair to OTCMKTS:SXCL stockholders. More specifically, the investigation concerns whether the Steel Excel 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.
On January 19, 2017, OTCMKTS:SXCL shares closed at $16.75 per share.