According to the complaint filed February 09, 2011, November 08, 2010, the Company and the merger partner announced a definitive agreement (the "Merger Agreement") under which the merger partner, through its affiliates All American Group Holdings, LLC and All American Acquisition Corporation, were to acquire all of the outstanding shares of All American Group now already owned by the merger partner $0.20 per share in cash. H.I.G. is the Company's controlling stockholder and owns approximately 55.7% of the outstanding common stock of the Company.
The Proposed Transaction consideration of $0.20 per share is grossly inadequate and represents an attempt by the merger partner to squeeze out the minority shareholders of the Company at an unfair price and at the most opportune time. The merger partner is attempting to grab All American Group at a time when the stock price of the Company is trading at historically low levels. In fact, the Company's common stock traded at $0.59 per share as recently as August 2010, and traded at over $1.10 per share in April 2010. In addition, the boot: value of the Company is $0.91 per share, more than four times the amount of the Proposed Transaction consideration of $0.20 per share. In fact, the special committee formed to review H.I.G.'s offer believed that $0.80 per share was a fair value for the common stock of the Company held by the Company's minority shareholders.
In addition, on December 17, 2011, the Company filed a Form S-4 Registration Statement, as amended on January 21, 2011 (the "Registration Statement") with the United States Securities and Exchange Commission ("SEC") in connection with the Proposed Transaction. The Registration Statement fails to provide the Company's shareholders with material information and provides them with materially misleading information thereby rendering the shareholders unable to cast an informed vote regarding the Proposed Transaction.
On February 15, 2011, the plaintiff filed an Amended Class Action Complaint. On April 7, 2011, the action was voluntarily dismissed by the plaintiff and the action was dismissed with prejudice the next day.
On April 7, 2011, a Notice of Dismissal was issued pursuant to Rule 41(a)(1)(A)(i) of the Federal Rules of Civil Procedure, making all claims asserted by the Plaintiff in this action dismissed with prejudice as to all defendants.