14 Jan, 2020, 17:45 ET
NEW YORK, Jan. 14, 2020 /PRNewswire/ -- WeissLaw LLP is investigating possible breaches of fiduciary duty and other violations of law by the Board of Hexcel Corporation ("HXL" or the "Company") (NYSE: HXL) in connection with the proposed merger of the Company with Woodward, Inc. ("WWD") (NASDAQ: WWD). Under the terms of the merger agreement, HXL shareholders will receive 0.625 WWD shares for each HXL share owned, representing consideration of $76.68 per HXL share based on WWD's January 10 opening price of $122.70.
If you own HXL shares and wish to discuss this investigation or have any questions concerning this notice or your rights or interests, visit our website:
Or please contact:
Joshua Rubin, Esq.
1500 Broadway, 16th Floor
New York, NY 10036
WeissLaw is investigating whether HXL's Board acted to maximize shareholder value prior to entering into the merger agreement. Notably, the per-share consideration is approximately $15.00 less than the analyst target price of $91.00 and $11.00 less than the Company's 52-week high of $87.00. Additionally, the Company recently announced positive financial results for third quarter 2019 with a 12.5% increase in adjusted diluted earnings per share and a sales increase of 5.9%, as compared to the previous year.
Moreover, according to WWD's Chairman and CEO Gendron, the merger creates "greater benefits and growth opportunities than either company could have achieved alone." Finally, when the transaction is expected to close in the third quarter of 2020, WWD shareholders will own 55% of the combined company, leaving HXL shareholders to be the minority stockholders with the remaining 45%.
Given these facts, WeissLaw is concerned whether the proposed merger undervalues the Company, and whether all material information related to the proposed merger is fully and fairly disclosed.
WeissLaw LLP has litigated hundreds of stockholder class and derivative actions for violations of corporate and fiduciary duties. We have recovered over a billion dollars for defrauded clients and obtained important corporate governance relief in many of these cases. If you have information or would like legal advice concerning possible corporate wrongdoing (including insider trading, waste of corporate assets, accounting fraud, or materially misleading information), consumer fraud (including false advertising, defective products, or other deceptive business practices), or anti-trust violations, please email us at [email protected].
SOURCE WeissLaw LLP
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