On or around 01/10/2012 (Notice of voluntarily dismissal)
Filing Date: October 13, 2011
According to a complaint filed on October 14, 2011, the Defendants violated its fiduciary duties and federal securities laws in connection with a proposed merger.
On July 26, 2011, the Company’s board announced it had entered into a definitive agreement with the Bidder Company whereby the Company would become a whole owned subsidiary of the Bidder. The Company’s shareholders would receive the right to $11.25 per share along with .52326 shares of another company owned by the Bidder Company.
The Plaintiffs allege that the proposed transaction was unfair to the shareholders because the proposed consideration undervalues the Company and the special committee assigned to evaluate the Bidder Company’s offer never indicated if it solicited other offers for the Company or put the Company up for auction.
Lastly, the Proxy statement issued by the Company soliciting votes for the proposed transaction failed to disclose the following: (i) alternative ideas to a merger held by a company insider; any analysis by the Special Committee that the Bidder Company’s offer was fair; (ii) details regarding assumptions in various financial forecasts and analysis provided by the investment banker’s fairness opinion; (iii) comparison and trading history of the Company’s stock and the company stock offered as part of the merger consideration; (iv) details of other transactions used by the investment banker in providing the fairness opinion; (v) and whether the Business Corporations Act of the Marshall Islands (where the Bidder Company is incorporated) contains a prohibition on dissenters’ rights of appraisal.
Pursuant to Rule 41(a) of the Federal Rules of Civil Procedure, the plaintiff voluntarily dismissed her claims against the defendants with prejudice.
Company & Securities Information
Defendant: OceanFreight, Inc.
Industry: Business Services
Ticker Symbol: OCNF
Company Market: NASDAQ
Market Status: Public (Listed)
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