The complaint charges Harman, its Board of Directors (the "Board") and Samsung with breaches of fiduciary duty and/or violations of the Securities Exchange Act of 1934 ("1934 Act") in connection with the acquisition of Harman by Samsung (the "Acquisition"). Harman designs and engineers connected products and solutions for automakers, consumers and enterprises worldwide, including connected car systems, audio and visual products, enterprise automation solutions and connected services.
On November 14, 2016, Harman and Samsung announced they had entered into an Agreement and Plan of Merger (the "Merger Agreement"), under which Samsung would acquire all of the outstanding shares of Harman common stock for $112 per share in cash. In total, the Acquisition is worth approximately $8 billion to Harman stockholders.
On January 20, 2017, Harman filed a definitive proxy statement on a Schedule 14A (the "Proxy") with the SEC, announcing that the stockholder vote on the Acquisition would occur on February 17, 2017. The complaint alleges that the Proxy misrepresents and omits material information needed by Harman stockholders to cast an informed vote on the Acquisition. Specifically, the Proxy fails to disclose material information concerning: (a) Harman's financial projections; (b) the financial analyses regarding the fairness of the Acquisition price that were performed by the Board's financial advisors; (c) the process leading up to the execution of the Merger Agreement; and (d) various separation transactions to split Harman into multiple business groups that the Board was contemplating before Samsung expressed interest in an acquisition of Harman. Without this information, the Company's stockholders are unable to make an informed decision whether to vote for or against the Acquisition. Defendants' failure to disclose this information renders the Proxy materially deficient in violation of §14(a) of the 1934 Act and also implicates a breach of the Board's fiduciary duties.
Plaintiff seeks injunctive relief on behalf of holders of Harman common stock on January 10, 2017. The plaintiff is represented by Robbins Geller, which has extensive experience in prosecuting investor class actions including actions involving financial fraud.
Robbins Geller is widely recognized as one of the leading law firms advising U.S. and international institutional investors in securities litigation and portfolio monitoring. With 200 lawyers in 10 offices, Robbins Geller has obtained many of the largest securities class action recoveries in history and was ranked first in both the total amount and number of shareholder class action recoveries in ISS's SCAS Top 50 Report for the last two years. Robbins Geller attorneys have shaped the law in the areas of securities litigation and shareholder rights and have recovered tens of billions of dollars on behalf of the Firm's clients. Robbins Geller not only secures recoveries for defrauded investors, it also strives to implement corporate governance reforms, helping to improve the financial markets for investors worldwide.
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SOURCE Robbins Geller Rudman & Dowd LLP