BOSTON, July 15, 2014 /PRNewswire/ -- Block & Leviton LLP (www.blockesq.com), a Boston-based law firm representing investors nationwide, has commenced an investigation into possible breaches of fiduciary duty by the Board of Directors of Rockwood Holdings, Inc. ("Rockwood" or the "Company") (NYSE: ROC) concerning the proposed merger of the Company with Albemarle Corporation ("Albemarle") in a cash and stock transaction.
Under the terms of the proposed transaction, Rockwood stockholders will receive per share consideration equal to $50.65 in cash and 0.4803 shares of Albemarle common stock per Rockwood share. Based on the closing price of Albemarle stock on Friday, July 11, 2014, Rockwood shareholders will receive only $85.53 per share. This represents a premium of barely 13% to the Company's prior day closing price, and approximately a 1% premium to the Company's 52-week high trading price, reached just months ago. To make the inadequate price even worse, Rockwood shareholders will suffer a significant loss of dividend income, should the merger be executed on the currently agreed to terms. The total value for Rockwood is estimated at approximately $6.2 billion. Company executives have not publicly commented as to whether the price paid for Rockwood acquisition is subject to a price collar protecting Rockwood investor's interests. Following the proposed merger, Rockwood shareholders will own no more than 30% of Albemarle.
Block & Leviton's investigation seeks to determine, among other things, whether Rockwood's Directors breached their fiduciary duties by failing to maximize shareholder value in the proposed merger with Albemarle and the fairness of the process by which the Rockwood Directors considered and approved the transaction. The firm is also investigating whether or not Albemarle's (NYSE: ALB) officers and board members aided and abetted such breaches of fiduciary duty.
If you are a shareholder of Rockwood Corporation and have questions about your legal rights, or if you have information relevant to this investigation, please contact attorney Steven P. Harte, at (617) 398-5600 or email him at Steven@blockesq.com.
Block & Leviton is a Boston-based law firm representing investors nationwide for violations of securities laws. The firm's lawyers have collectively been prosecuting securities cases on behalf of investors for over 70 years. This notice may constitute attorney advertising.
BLOCK & LEVITON LLP
Steven P. Harte, Esq.
SOURCE Block & Leviton LLP