Investigation Overview
An investigation on behalf of investors, who currently hold shares of USG Corporation (NYSE: USG), was announced concerning whether the takeover of USG Corporation by Gebr. Knauf KG is unfair to NYSE: USG stockholders.
The investigation by a law firm concerns whether certain officers and directors of USG Corporation (NYSE: USG breached their fiduciary duties owed to USG Corporation (NYSE: USG investors in connection with the proposed acquisition.
Chicago, IL based USG Corporation, through its subsidiaries, manufactures and sells building materials worldwide.
On June 11, 2018, Gebr. Knauf KG (Knauf) and USG Corporation (NYSE:USG) (USG) announced that they have entered into an agreement pursuant to which Knauf will acquire all of the outstanding shares of USG in a transaction valued at approximately $7.0 billion. Under the terms of the agreement, USG shareholders will receive $44.00 per share, which consists of $43.50 per share in cash payable upon closing of the transaction and a $0.50 per share special dividend that would be paid following shareholder approval of the transaction.
However, given that Berkshire Hathaway has already agreed to vote its shares in favor of the transaction, the investigation concerns whether the offer is unfair to USG Corporation (NYSE: USG stockholders. More specifically, the investigation concerns whether the USG Corporation (NYSE: USG 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.
USG Corporation reported that its annual Total Revenue rose from over $3.01 billion in 2016 to over $3.2 billion in 2017.
Shares of USG Corporation (NYSE: USG) closed on June 15, 2018, at $43.18 per share.