The Shareholders Foundation announces that an investor, who currently holds shares of Norcraft Companies Inc (NYSE:NCFT), filed a lawsuit in effort to stop the proposed takeover of Norcraft Companies Inc. by Fortune Brands Home & Security, Inc for a price of $25.50 per share.
Investors who purchased shares of Norcraft Companies Inc (NYSE:NCFT) and currently hold any of those NYSE:NCFT shares have certain options and should contact the Shareholders Foundation at mail@shareholdersfoundation.com or call +1(858) 779 – 1554.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:NCFT stockholders by agreeing to sell Norcraft Companies Inc too cheaply via an unfair process to Fortune Brands Home & Security, Inc.
On March 30, 2015, Norcraft Companies Inc (NYSE:NCFT) announced that it has signed a merger agreement to be acquired by Fortune Brands Home & Security, Inc. in a transaction representing an enterprise value of approximately $600 million. Under the terms of the agreement, Fortune Brands Home & Security, Inc will launch a tender offer for all outstanding Norcraft Companies Inc shares on or before April 21, 2015, but in no event earlier than April 14, 2015, at a price of $25.50 per common share.
However, the plaintiff claims that the proposed consideration NYSE:NCFT shareholders will receive is grossly inadequate and undervalues Norcraft Companies Inc. Indeed, NYSE:NCFT shares rose after the takeover news on the open market to as high as $26.24 per share on April 28, 2015 and at least one analyst set a target price at $27 on Norcraft’s stock. Norcraft Companies Inc reported that its annual Total Revenue rose from $339.69 million in 2013 to $376.01 million in 2014 and that its Net Loss of $13.38 million in 2013 turned into a Net Income of $3.22 million in 2014. Shares of Norcraft Companies Inc (NYSE:NCFT) grew from $13.64 per share in July 2014 to as high as $23.01 per share on March 27, 2015.
In addition, the plaintiff claims that the process is also unfair to NYSE:NCFT stockholders. The plaintiff claims that the Board of directors of Norcraft Companies Inc is conflicted in its entirety and serving the majority stockholders’ financial interests rather than those of Norcraft Companies’ public stockholders in pursuing the proposed transaction. Indeed, in connection with the tender offer, certain funds and persons associated with Mark Buller, Saunders, Karp & Megrue and Trimaran Capital Partners which own directly or have the right to acquire, pursuant to certain exchange arrangements, approximately 53.6% of Norcraft Companies (excluding options), have already entered into tender and support agreements pursuant to which they have committed to tender their shares of Norcraft Companies in the tender offer.
Those who are current investors in Norcraft Companies Inc (NYSE:NCFT) shares have certain options and should contact the Shareholders Foundation.
Contact:
Shareholders Foundation, Inc.
Michael Daniels
3111 Camino Del Rio North – Suite 423
92108 San Diego
Phone: +1-(858)-779-1554
Fax: +1-(858)-605-5739
mail@shareholdersfoundation.com