Hexion Specialty Chemicals, Inc.("Hexion") is an American chemicals company that produces thermoset resins and related products.
According to a law firm press release, a class action was filed against the Company seeking to pursue remedies under the Securities Exchange Act of 1934 against Defendants Hexion and certain individuals.
The Complaint alleges that on July 12, 2007, Hexion announced an agreement to acquire all Huntsman common stock in a merger transaction for $28/share. The transaction was to close during the second quarter 2008 pending receipt of regulatory approvals and satisfaction of other closing conditions. Huntsman shareholders approved the transaction on October 16, 2007. On May 14, 2008, Hexion disclosed that it agreed to allow additional time to obtain the regulatory approvals. Unbeknownst to the public, Defendants had determined to abort the merger and took steps to abrogate the Merger Agreement. Defendants retained the services of Duff & Phelps to render an opinion that the combined entity lacked financial viability. On June 18, 2008, Duff sent a letter to the Board of Directors of Hexion opining that the combined company's assets would not exceed its liabilities, that it would not have the ability to pay its total debts and liabilities as they become due and that it would have an unreasonably small amount of capital. On that same date, Defendants filed a Complaint in the Delaware Court of Chancery, seeking abrogation of the Merger Agreement. The reaction in the marketplace was devastating to the price of Huntsman's common stock. On June 19, 2008, the first day of trading after the June 18, 2008 actions by Hexion, the market price of Huntsman common stock fell approximately $8, or 40%, from $20.86 to close at $12.84, on enormous volume of approximately 43 million shares.
On February 17, 2009, Judge Richard M. Berman consolidated the related cases, appointed the Hexion Movants as lead Plaintiffs and approved their selection of the Law Offices of Bernard M. Gross, P.C. as lead Counsel. Before filing an amended consolidated Complaint, the Plaintiffs filed a motion for preliminary approval of the settlement on December 10, 2009. According to the accompanying memorandum, the Settlement provides for a cash payment of $18,000,000 for the benefit of the Class to resolve the Action against all Defendants. On January 21, 2010, Judge Berman preliminarily approved the settlement. The Settlement Fairness Hearing was set for May 18, 2010.
On May 21, 2010, the Court approved the settlement, the Plan of Allocation, and awarded attorney fees and expenses.