Sept. 30, 2013
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
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
consideration represents a premium of less than 2% based on Zoltek's closing price on
, 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
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
, Zoltek's Chairman of the Board, President, and Chief Executive Officer; a
, Zoltek's Chief Financial Officer; and a
, 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.