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Acquisition Of Zoltek Companies, Inc. By Toray Industries, Inc. May Not Be In The Best Interests Of Zoltek Companies, Inc. Shareholders

Stocks in this article: ZOLT

SAN DIEGO and ST. LOUIS, Sept. 30, 2013 /PRNewswire/ -- Shareholder rights attorneys at Robbins Arroyo LLP are investigating the acquisition of Zoltek Companies, Inc. (NASDAQ: ZOLT) by Toray Industries, Inc.  On September 26, 2013, Zoltek announced the signing of a merger agreement under which Toray will acquire Zoltek in an all cash transaction for $16.75 per share.  The Zoltek board of directors has unanimously approved the merger agreement. The transaction is expected to close in late 2013 or early 2014.


Is the Merger Best for Zoltek and Its Shareholders?

Robbins Arroyo LLP's investigation focuses on whether the board of directors at Zoltek is undertaking a fair process to obtain maximum value and to adequately compensate its shareholders in the merger.  As an initial matter, the $16.75 consideration represents a premium of less than 2% based on Zoltek's closing price on September 25, 2013.  This premium is substantially below the average one-day premium of nearly 45% for comparable transactions in the last three years.  Further, Zoltek has traded above the offer price as recently as July 24, 2013.   

Moreover, it appears that certain Zoltek fiduciaries are seeking to benefit themselves in the merger.  In particular, Zoltek's board of directors agreed to provide additional compensation to company executive officers subject to consummation of the merger. This executive compensation includes a $768,000 payment to Zsolt Rumy, Zoltek's Chairman of the Board, President, and Chief Executive Officer; a $615,000 payment to Andrew Whipple, Zoltek's Chief Financial Officer; and a $500,000 payment to George Husman, Zoltek's Director and Chief Technology Officer. 

Given the above benefits, Mr. Rumy entered into a voting agreement with Toray, in which Mr. Rumy agreed to vote his company stock, representing approximately 18% of Zoltek's outstanding shares, in favor of the merger.

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