Lawsuit Overview
Nov. 16, 2012 (Shareholders Foundation) -- An investor in shares of Titanium Metals Corp (NYSE:TIE) filed a lawsuit to stop the proposed buyout of Titanium Metals Corp by Precision Castparts Corp. at $16.50 per NYSE:TIE share.
The plaintiff alleges that defendants breached their fiduciary duties owed NYSE:TIE stockholders by agreeing to sell the company too cheaply via an unfair process to Precision Castparts Corp,
On November 9, 2012, Titanium Metals Corporation announced that it has entered into a merger agreement under which Precision Castparts Corp. has agreed to acquire all of the common stock of TIMET for $16.50 per share in cash.
However, the plaintiff alleges that the $16.50 offer is unfair to NYSE:TIE investors and undervalues the company. Indeed, at least one analyst has set the high target price for NYSE:TIE shares at $20.00 per shares and NYSE:TIE shares traded in October 2011 as high as $17.73 per share and in early 2011 as high as $20.14 per share, thus well above the current offer. Furthermore, Titanium Metals’ financial performance improved lately. In fact, it reported that its annual Revenue rose from $774.00 million in 2009 to over $1.04 billion in 2011 and its Net Income increased from $34.50 million in ’09 to $114.00million in 2011.
In addition, the plaintiff claims that the process is also unfair to NYSE:TIE stockholders. Indeed, Titanium Metals Corporation's principal stockholders Contran Corporation and certain of its affiliates, who collectively hold 45% of the outstanding shares of Titanium Metals Corporation common stock, have already committed to tender their shares in the tender offer.
Furthermore, so the plaintiff, the proposed transaction is an unfair, self-dealing transaction for no value . The plaintiff accuses that certain defendants entered into the buyout in order to avoid repercussions from recently resolved derivative lawsuits that accused chairman and majority owner of Harold C. Simmons of harming Titanium Metals Corporation through a string of self-dealing transactions.