The Shareholders Foundation announces that an investor, who currently holds shares of Rockwood Holdings, Inc. (NYSE:ROC) filed a lawsuit in effort to halt the proposed takeover of Rockwood Holdings, Inc. by Albemarle Corporation for a value of $85.53 per share.
Investors who purchased shares of Rockwood Holdings, Inc. (NYSE:ROC) and currently hold any of those NYSE:ROC shares have certain options and should contact the Shareholders Foundation at email@example.com or call +1(858) 779 – 1554.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:ROC stockholders by agreeing to sell Rockwood Holdings, Inc. too cheaply via an unfair process to Albemarle Corporation.
On July 15, 2014, Albemarle Corporation (NYSE: ALB) and Rockwood Holdings, Inc. (NYSE:ROC) announced that they have entered into an agreement under which Albemarle will acquire all outstanding shares of Rockwood Holdings, Inc. (NYSE:ROC) in a cash and stock transaction valued at approximately $6.2 billion. Under the terms of the proposed transaction, each outstanding share of Rockwood Holdings, Inc. (NYSE:ROC) common stock will be exchanged for $50.65 in cash and 0.4803 of a share of Albemarle common stock. The transaction values Rockwood Holdings, Inc. (NYSE:ROC) at $85.53 per share.
However, the plaintiff claims that the takeover undervalues Rockwood Holdings, Inc. Indeed, at least one analyst has set the high target price for NYSE:ROC shares at $93.00 per share. The plaintiff alleges that the price is unfair and inadequate because, among other things, the intrinsic value of the company’s common stock is materially in excess of the offer price given the company’s prospects for future growth and earnings. Indeed, Rockwood Holdings’ performance improved over the past years. In fact, it reported that its annual Total Revenue rose from over $1.32 billion in 2012 to over $1.37 billion in 2013 and that its Net Income increased from $379.20 million in 2012 to over $1.65 billion in 2013. Shares of Rockwood Holdings, Inc. (NYSE:ROC) rose from $42.53 per share in November 2012 to as high as $81.65 per share in March 2014.
Furthermore, the plaintiff alleges that the process is also unfair to NYSE:ROC stockholders. The plaintiff claims that the defendants agreed to preclusive deal protection devices, such as a no solicitation, a matching rights, and a $180 million termination fee provision.
On August 18, 2014, NYSE:ROC shares closed at $79.81 per share.
Those who are current investors in Rockwood Holdings, Inc. (NYSE:ROC) shares have certain options and should contact the Shareholders Foundation.
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