Robbins Umeda LLP Announces an Investigation of C&D Technologies, Inc.
Robbins Umeda LLP, a shareholder rights litigation firm, has commenced an investigation into possible breaches of fiduciary duty and other violations of state law by members of the board of directors of C&D Technologies, Inc. (OTC: CHHP) in connection with their efforts to sell the company to an affiliate of Angelo, Gordon & Co.
On October 3, 2011, C&D announced that it had entered into a definitive merger agreement pursuant to which an affiliate of Angelo, Gordon & Co. will acquire all outstanding shares of the company in an all cash transaction. According to the terms of the deal, shareholders will receive $9.75 for each share of C&D they own. The transaction is expected to close in the fourth quarter of 2011.
Robbins Umeda LLP’s investigation focuses on whether C&D’s board is undertaking a fair process to obtain maximum value and adequately compensate shareholders in light of the company’s improving financial results. On September 7, 2011, the company announced second quarter 2011 revenue of $94.6 million, up 13% compared to the $83.8 million reported in the second quarter of 2010.
Robbins Umeda is also investigating whether self-dealing and other employment guarantees played a part in the decision by the board to enter into the merger agreement. Upon closure, the officers of C&D will continue to serve as the officers of the surviving corporation. Furthermore, C&D revealed that shareholders affiliated with Angelo, Gordon & Co., who hold approximately 65% of the outstanding shares of C&D’s common stock, have executed a written consent to approve the transaction, providing the required shareholder approval for this transaction. Therefore, no further action by other stockholders of C&D is required to approve the transaction.
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