WILMINGTON, Del.--(BUSINESS WIRE)--Andrews & Springer LLC, a boutique securities class action law firm focused on representing shareholders nationwide, is investigating potential breach of fiduciary duty and securities fraud claims against the Board of Directors of Schuff International, Inc. (OTC: SHFK) (“Schuff” or the “Company”) relating to the recent buyout by corporate parent and controlling shareholder HC2 Holdings, Inc. (“HC2”).
On August 20, 2014, Schuff and HC2 announced the commencement of a tender offer where HC2 would acquire all the remaining shares of Schuff for $31.50 per share in cash. HC2 is run by Philip Falcone, an investor who the U.S. Securities and Exchange Commission (“SEC”) last year accused of exploiting investors. Mr. Falcone has since been barred from the securities industry for five (5) years.
HC2’s $31.50 tender offer substantially undervalued the Company. A report issued on ValueWalk on September 2, 2014 criticizes the unfairness of the deal and accuses Mr. Falcone of “taking unfair advantage” of Schuff. According to the report, conservative valuations for Schuff range from $57-$101 per share – roughly 80% to 220% more than what HC2 had offered.
At the time, the $31.50 consideration represented just a 1.6% premium. As of yesterday, November 12, 2014, that premium no longer exists. Schuff closed at $32.80 per share, approximately $1.30 per share more than what HC2 was offering.
On October 7, 2014, the tender offer ended. HC2 was only able to acquire 89% of Schuff’s outstanding common stock and indicated to the markets that it intended to make additional purchases of Schuff stock. In order to acquire 90% of Schuff (which represents the required number of shares to execute a short-form merger and automatically cash-out minority shareholders at $31.50), HC2 allegedly purchased shares above the $31.50 tender price.
On November 3, 2014, HC2 reported that it finally acquired 90% of Schuff’s outstanding stock which now allows HC2 to automatically and unfairly cash out Schuff shareholders.
If you own shares of Schuff and want to participate in a class action or receive additional information and protect your investments free of charge, please visit us at http://www.andrewsspringer.com/cases-investigations/SHFK or contact Craig J. Springer, Esq. at cspringer@andrewsspringer.com, or call toll free at 1-800-423-6013. You may also follow us on LinkedIn – www.linkedin.com/company/andrews-&-springer-llc, Twitter – www.twitter.com/AndrewsSpringer or Facebook - www.facebook.com/AndrewsSpringer for future updates.
Andrews & Springer is a boutique securities class action law firm representing shareholders nationwide who are victims of securities fraud, breaches of fiduciary duty or corporate misconduct. Having formerly defended some of the largest financial institutions in the world, our founding members use their valuable knowledge, experience, and superior skill for the sole purpose of achieving positive results for investors. For more information please visit our website at www.andrewsspringer.com. This notice may constitute Attorney Advertising.