The Shareholders Foundation announced that an investor, who currently holds shares of Milacron Holdings Corp. has filed a lawsuit against the takeover of Milacron Holdings Corp.
Cincinnati, Ohio, U.S.A.-based Milacron Holdings Corp. manufactures, distributes, and services engineered and customized systems within the plastic technology and processing industry in the United States and internationally.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE: MCRN stockholders by agreeing to sell Milacron Holdings cheaply via an unfair process.
On 12 July 2019, Hillenbrand, Inc. (NYSE: HI) and Milacron Holdings Corp. (NYSE: MCRN) announced that they have entered into an agreement under which Hillenbrand, Inc. will acquire Milacron Holdings Corp. in a cash and stock transaction valued at approximately USD2 billion, including net debt of approximately USD686 million as of 31 March 2019.
Under the terms of the agreement, Milacron Holdings Corp. stockholders will receive USD11.80 in cash and a fixed exchange ratio of 0.1612 shares of Hillenbrand common stock for each share of Milacron Holdings Corp. ( common stock they own. Based on Hillenbrand’s closing stock price on 11 July 2019, the last trading day prior to the announcement, the implied cash and stock consideration to be received by Milacron Holdings Corp. stockholders is USD18.07 per share
However, plaintiff claims that in an attempt to secure shareholder support for the proposed transaction, defendants issued materially incomplete disclosures in a Form Registration Statement filed with the United States Securities and Exchange Commission (SEC). The complaint alleges that the Registration Statement omits material information with respect to, among other things, the company’s and Hillenbrand’s financial projections and the analyses performed by Milacron’s financial advisor.
At least one analyst has set the high target price for Cincinnati Milacron shares at USD19.00 per share and that the company’s shares traded in September 2018 in the open market as high as USD21.93 per share. Milacron Holdings Corp. reported that its annual total revenue rose from more than USD1.23 billion in 2017 to more than USD1.25 billion in 2018 and that its net income increased from USD1.1 million in 2017 to USD41.50 million in 2018.
The Shareholders Foundation, Inc. is a professional portfolio monitoring and settlement claim filing service, and an investor advocacy group, which does research related to shareholder issues and informs investors of securities class actions, settlements, judgments, and other legal related news to the stock/financial market.