Investigation Overview
September 30, 2013 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Zoltek Companies, Inc. (NASDAQ:ZOLT) shares, was announced concerning whether the takeover of Zoltek Companies, Inc. by Toray Industries, Inc. for $16.75 per share is unfair to NASDAQ:ZOLT stockholders.
The investigation by a law firm concerns whether certain officers and directors of Zoltek Companies, Inc. breached their fiduciary duties owed to NASDAQ:ZOLT investors in connection with the proposed acquisition.
On September 26, 2013, Zoltek Companies, Inc. (NASDAQ:ZOLT) announced that it has entered into a merger agreement with Toray Industries, Inc. Under the terms of the agreement, Toray Industries will acquire all of Zoltek Companies' outstanding shares for $16.75 per share in cash, for a total equity value of approximately $584 million.
However, given that NMASDAQ:ZOLT shares jumped after the takeover news in the open market to $18.75 per share, the investigation concerns whether the offer is unfair to NASDAQ:ZOLT stockholders.
More specifically, given that in connection with the execution of the merger agreement, Zsolt Rumy, the Company's Chairman and Chief Executive Officer, entered already into a voting agreement with Toray Industries, in which Mr. Rumy agreed to vote his Company stock, representing approximately 18% of the Company's outstanding shares, in favor of the merger, the investigation concerns whether the Zoltek Companies 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.
Zoltek Companies, Inc. reported that its Total Revenue rose from $128.46 million for the 12 months period that ended on Sept. 30, 2010 to $186.34 million for the 12 months period that ended on Sept. 30, 2012 and that its Net Loss of $6.34 million for the 12 months period that ended on Sept. 30, 2010 turned into a Net Income of $22.85 million for the 12 months period that ended on Sept. 30, 2012.
Shares of Zoltek Companies, Inc. (NASDAQ:ZOLT) grew from $6.24 per share in November 2012 to as high as $16.48 on Sept. 25, 2013.
On Sept. 30, 2013, NASDAQ:ZOLT shares closed at $16.69 per share.