MERION, Pa., April 21, 2016 /PRNewswire/ -- The Law Offices of Marc S. Henzel (www.henzellaw.com), a firm focusing on shareholder litigation, gives notice to shareholders of investigation into the following securities for violations of the Federal Securities Laws:
The firm is investigating potential claims against the Board of Directors of Cvent, Inc. (NYSE: CVT) for possible breaches of fiduciary duty and other violations of state law in connection with the sale of the Company to affiliates of Vista Equity Partners. ("Vista").
Under the terms of the transaction, Cvent shareholders will receive only $36.00 in cash for each share of Cvent stock they own. The investigation concerns whether the Board of Cvent breached their fiduciary duties to shareholders and whether Vista is underpaying for the Company. The transaction may undervalue the Company and would result in no real gain or a loss for many Cvent shareholders.
The firm is investigating potential claims against the Board of Directors of Lexmark International, Inc. (LXK) concerning the sale to a consortium of investors led by Apex Technology Co., Ltd and PAG Asia Capital. Under the terms of the agreement, Lexmark shareholders will only receive $40.50 for each share owned, which is almost no premium over the 52-week high.
The investigation centers on whether Lexmark's Board of Directors is acting in the shareholders' best interests, whether the board considered alternatives to the acquisition, and whether the board has employed an adequate process to review and act on the proposed transaction.
The firm is investigating potential claims against the Board of Directors of Polycom, Inc. (PLCM) for possible breaches of fiduciary duty and other violations of state law in connection with the sale of the Company to Mitel Networks Corporation.
Under the terms of the transaction, Polycom shareholders will receive only $3.12 in cash and 1.31 shares of Mitel Networks stock for each share of Polycom stock they own. The transaction values Polycom stock at only approximately $13.68 per share. The investigation concerns whether the Board of Polycom breached their fiduciary duties to shareholders and whether Mitel Networks is underpaying for the Company. The transaction may undervalue the Company and would result in no real gain or a loss for many Polycom shareholders.
The firm is investigating potential legal claims against the board of directors of ROFIN-SINAR Technologies, Inc. (NASDAQ GS: RSTI) regarding possible breaches of fiduciary duties and other violations of law related to the Company's entry into an agreement to be acquired by Coherent, Inc. (NASDAQ GS: COHR), in a transaction valued at approximately $942 million.
Under the terms of the agreement, shareholders of ROFIN will receive $32.50 in cash for each share of ROFIN common stock.
The investigation concerns whether ROFIN's board of directors failed to adequately shop the Company and obtain the best possible value for ROFIN shareholders before entering into an agreement with Coherent.
On March 11, 2016, Platform disclosed in its 2015 Annual Report on Form 10-K that the Company had "discovered certain payments made to third-party agents in connection with Arysta's government tender business in West Africa which may be illegal or otherwise inappropriate" and had "engaged outside counsel and an outside accounting firm to conduct an internal investigation to review the legality of these and other payments . . . including Arysta's compliance with the FCPA." On this news, the price of Platform stock fell $0.28 per share, or 3.16%, to close at $8.57 per share on March 14, 2016, the following trading day.
On March 14, 2016, shortly before the end of trading, The Wall Street Journal published an article addressing Platform's March 11, 2016 disclosures entitled "Chemical Company Notifies U.S. of West Africa FCPA Probe." On this news, the price of Platform stock fell another $0.62 per share, or 7.23%, to close at $7.95 per share on March 15, 2016.
On July 24, 2014, the Company announced its first quarter fiscal 2015 financial results, which missed consensus estimates. This caused the price of Precision shares to fall over 5% to a close of $236.21 per share on July 24, 2014. On October 23, 2014, Precision announced its second quarter 2015 results, again missing consensus estimates. The Company blamed the poor earnings on a temporary decline in sales, stating that demand would reappear in the near future. This second earnings miss caused the Company's stock price to decline another 2% to a close of $226.20 per share on October 23, 2014. Then on January 15, 2015, Precision pre-announced its third quarter 2015 financial results, once again missing estimates. This third earnings miss in as many quarters caused a 9% decline in Precision's stock price, which fell to less than $200 per share on January 16, 2015,
On June 18, 2014, the Company announced the completion of its acquisition of Jos. A. Bank for $65.00 per share in cash. Douglas Ewert, President and Chief Executive Officer of Tailored Brands (at the time known by its former name, The Men's Wearhouse, Inc.), touted the synergies and benefits of the acquisition and stated that the "combined company has increased scale and breadth that broadens [the company's] best-in-class offerings for [its] valued customers and new customers alike." On that day, the Company's shares closed at $55.86 per share.
On November 5, 2015, the Company announced its preliminary third quarter results and updated its fiscal year 2015 outlook, reporting that comparable sales at Jos. A. Bank had decreased 14.6% during the third quarter and lowering its expected earnings per share from $0.87 to between $0.46 and $0.51 per share. As a result of these announcements, Tailored Brands shares collapsed, falling $19.40 per share to close at $22.70 per share, a 48% decline in the stock's price.
Then on December 9, 2015, after the markets closed, the Company released third quarter earnings that were even worse than previously expected. The Company stated that "if the Jos. A. Bank trend continues through the remainder of the [fourth] quarter, the Company runs the risk of missing the lower end of the guidance given on November 5, 2015." On this news, the price of Tailored Brands shares fell $3.30 per share to close at $15.27.
On October 5, 2015, SunEdison announced it was laying off 15% of its workforce and that it would take restructuring charges of $30-$40 million in the third quarter of 2015 through the first quarter of 2016. The Wall Street Journal reported the next day that SunEdison had failed to make a required $400 million upfront payment for a roughly $700 million planned acquisition. Through this and other disclosures, it became apparent that SunEdison was over-leveraged and lacked the cash to sustain its acquisition-driven, yield co-dependent business model.
On February 29, 2016, SunEdison announced that it was delaying the filing of its fiscal year 2015 Form 10-K with the SEC, citing "(1) the need to complete all tasks and steps necessary to finalize the annual financial statements and the other disclosures required to be included in that filing, and (2) ongoing inquiries and investigations by the Audit Committee . . . relating to allegations concerning the accuracy of SunEdison's anticipated financial position." SunEdison stated that it expected to file its Form 10-K by March 15, 2016. The same day, TerraForm announced that it was delaying the filing of its fiscal year 2015 Form 10-K with the SEC and also expected to file the Form 10-K by March 15, 2016. TerraForm cited only "the need to complete all steps and tasks necessary to finalize the Company's annual financial statements and other disclosures required to be in the filing."
Then on March 16, 2016, SunEdison announced a further delay in the filing of its Form 10-K beyond the extended due date of March 15, 2016, after "the identification by management of material weaknesses in its internal controls over financial reporting." TerraForm also announced a further delay in the filing of its Form 10-K beyond the extended due date of March 15, 2016, stating it had identified material weaknesses in its internal controls over financial reporting. On this news, the price of TerraForm stock fell $0.83 per share, or 7.8%, to close at $9.72 per share on March 16, 2016.
If you would like to learn more about the investigation of these companies, would like to learn more about any potential claims or you wish to discuss these matters and have any questions concerning this announcement or your rights, please contact Marc S. Henzel (610) 660-8000, email at Mhenzel@Henzellaw.com, or to sign up online, visit the firm's website at www.henzellaw.com.
The Law Offices of Marc S. Henzel is a national shareholder litigation firm representing shareholders & investors in various areas of securities laws including but not limited to: class actions, derivatives, transactional (buyouts/takeovers/mergers) and FINRA & NYSE Arbitrations.
LAW OFFICES OF MARC S. HENZEL
MERION STATION, PA 19066
SOURCE Law Offices of Marc S. Henzel