Faruqi & Faruqi, LLP Announces Filing of a Class Action Lawsuit Against Hutchinson Technology Incorporated
Notice is hereby given that Faruqi & Faruqi, LLP has filed a class action lawsuit in the United States District Court for the District of Minnesota, case no. 0:15-cv-04261, on behalf of unitholders of Hutchinson Technology Incorporated (“Hutchinson” or the “Company”) (NasdaqGS: HTCH) who held (and continue to hold) Hutchinson securities acquired on or before November 2, 2015.
On November 2, 2015, the Company entered into a Purchase Agreement and Plan of Merger (“Merger Agreement”) under which TDK Corporation (“TDK”) will acquire all of the outstanding units of Hutchinson through a newly formed subsidiary of Hydra Merger Sub, Inc. The unit-for-unit transaction is valued at approximately $221 million. The transaction and vote are expected to occur in the first quarter of 2016.
The complaint charges Hutchinson Technology Incorporated, its Board of Directors, and affiliated corporate entities and individuals with violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).
Pursuant to the terms of the Merger Agreement, which was unanimously approved by the Company’s Board of Directors (the “Board” or “Individual Defendants”), Hutchinson unitholders will receive $3.62 in cash per share and up to an additional $0.38 in cash under certain circumstances for each unit of Hutchinson they own. $3.62 per share However, the offer is 40% less than the $6.00 per share price target analysts at Craig-Hallum Capital Group LLC issued as recently as April 2015. The offer is also significantly below Hutchinson’s 52-week high stock price of $4.50 per share.
Furthermore, according to the complaint, the Merger Agreement includes a non-solicitation and matching rights provisions which essentially ensure that a superior bidder will not emerge, as any potential suitor will undoubtedly be deterred from expending the time, cost, and effort of making a superior proposal while knowing that TDK can easily foreclose a competing bid.
The complaint also alleges that the preliminary proxy statement (the “Proxy”) filed with the Securities and Exchange Commission (“SEC”) on November 23, 2015 provided materially incomplete and misleading disclosures, thereby violating Sections 14(a) and 20(a) of the Exchange Act. The Proxy denies Hutchinson’s unitholders material information concerning the financial and procedural fairness of the Merger.
If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member. If you wish to discuss this action, or have any questions concerning this notice or your rights or interests, please fill out the form below.
Please tell us about yourself by completing the form below and we will provide you with additional
information at no cost to you on how to join the Class Action.
* The submission of this form does not create an attorney-client relationship.
Juan E. Monteverde
Faruqi & Faruqi, LLP
685 Third Avenue 26th Floor
New York, NY 10017
Tel: (212) 983-9330
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