Lawsuit Overview
October 17, 2018 - The case was voluntarily dismissed.
August 30, 2018 - An investor, who currently holds shares of USG Corporation (NYSE: USG), filed a lawsuit against the takeover of USG Corporation by Gebr. Knauf KG.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE: USG stockholders by agreeing to sell of USG Corporation cheaply via an unfair process.
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, plaintiff claims that the proposed consideration NYSE: USG shareholders will receive is grossly inadequate and undervalues USG Corporation. USG Corporation reported that its annual Total Revenue rose from over $3.01 billion in 2016 to over $3.2 billion in 2017.
In addition, the plaintiff alleges that the process is also unfair NYSE: USG stockholders. Indeed, Berkshire Hathaway has already agreed to vote its shares in favor of the transaction.