SAN DIEGO, Dec. 9, 2015 /PRNewswire/ -- Robbins Geller Rudman & Dowd LLP ("Robbins Geller") today announced that a class action has been commenced in the United States District Court for the District of Minnesota on behalf of holders of Hutchinson Technology Incorporated ("Hutchinson Tech" or the "Company") (NASDAQ: HTCH) common stock on November 2, 2015, in connection with the proposed acquisition of Hutchinson Tech by companies beneficially owned by TDK Corporation (the "Proposed Transaction").
If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact plaintiff's counsel, Darren Robbins of Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at firstname.lastname@example.org. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.
The complaint charges Hutchinson Tech's Board of Directors (the "Board") and certain affiliates of TDK Corporation ("TDK") with breach of fiduciary duty and/or violations of the Securities Exchange Act of 1934 ("1934 Act"). Hutchinson Tech is a global supplier of critical precision component technologies such as suspension assemblies for hard disk drives.
On November 2, 2015, Hutchinson Tech and TDK jointly announced that they had entered into an agreement and plan of merger pursuant to which the Company's shareholders will receive $3.62 per share for each share of Hutchinson Tech common stock that they own and potential additional consideration of up to $0.38 per share, for a total consideration of $4.00 per share, depending on the amount of the Company's cash-on-hand at the time of closing.
On November 23, 2015 and again on December 4, 2015, the Board filed a materially false and/or misleading preliminary proxy statement with the SEC on Schedule 14A (the "Proxy") in violation of §§14(a) and 20(a) of the 1934 Act and in breach of the Board members' fiduciary duty of candor. The complaint alleges that the Proxy, which recommends that Hutchinson Tech shareholders vote in favor of the Proposed Transaction, fails to disclose material information regarding the deal and deprives the Company's shareholders of their right to cast an informed vote. For example, the Proxy fails to disclose the following material information, among other things, which renders statements made in the Proxy false and/or misleading: (a) the Board's failure to comply with the Minnesota Business Corporation Act with respect to the prompt formation of an independent special committee; (b) managements' projected cash positions; (c) managements' financial projections presented to the Board; (d) information regarding the nonexistent sales process; (e) material details underlying the financial advisor's valuation analyses; and (f) the financial advisor's conflicts of interest. The omissions and false and misleading statements in the Proxy were material in that a reasonable shareholder would consider them important in deciding how to vote on the Proposed Transaction.
Plaintiff seeks damages and injunctive and equitable relief on behalf of holders of Hutchinson Tech common stock on November 2, 2015. The plaintiff is represented by Robbins Geller, which has extensive experience in prosecuting investor class actions including actions involving financial fraud.
Robbins Geller, with 200 lawyers in ten offices, represents U.S. and international institutional investors in contingency-based securities and corporate litigation. The firm has obtained many of the largest securities class action recoveries in history and was ranked first in both the amount and number of shareholder class action recoveries in ISS's SCAS Top 50 report for 2014.
SOURCE Robbins Geller Rudman & Dowd LLP