On or around 09/22/2014 (Court's order of dismissal)
Filing Date: August 17, 2012
According to the law firm press release, R&M is a supplier of engineered equipment and systems for critical applications in global energy, industrial, chemical and pharmaceutical markets.
On August 9, 2012, R&M, Raven Process Corp. ("Merger Sub") and National OilWell Varco, Inc. ("NOVI") announced they had entered into an agreement (the “Merger Agreement”) under which NOVI will acquire R&M in an all-cash transaction that values R&M at approximately $2.5 billion. The complaint alleges that the Proposed Acquisition is the product of a fundamentally flawed process that is designed to ensure the acquisition of R&M by NOVI on terms preferential to NOVI and R&M’s Board members, but detrimental to plaintiff and the other public stockholders of R&M, in breach of the Board’s fiduciary duties.
The complaint further alleges that the Proxy filed on August 31, 2012 in connection with the Proposed Acquisition was false and misleading and omitted or misrepresented material information regarding the Proposed Acquisition in violation of §§14(a) and 20(a) of the 1934 Act and in contravention of the Board’s fiduciary duties under state law. The Proxy failed to disclose material information regarding: (i) the sales process for the Company; (ii) strategic alternatives for the Company; (iii) the Company’s financial projections; and (iv) the financial analyses conducted by Citi, the Company’s financial advisor. Without this material information, the Company’s public shareholders will be precluded from casting a fully informed vote in connection with the Proposed Acquisition.
On September 22, 2014, this case was dismissed for lack of subject matter jurisdiction.
Company & Securities Information
Defendant: Robbins & Myers Inc.
Sector: Capital Goods
Industry: Misc. Capital Goods
Headquarters: United States
Ticker Symbol: RBN
Company Market: New York SE
Market Status: Public (Listed)
About the Company & Securities Data
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First Identified Complaint
James Robert Smith, et al. v. Robbins & Myers Inc., et al.
COURT: S.D. Ohio
DOCKET #: 12-CV-00281
JUDGE: Hon. Timothy S. Black
DATE FILED: 08/17/2012
CLASS PERIOD START: 08/09/2012
CLASS PERIOD END: 08/09/2012
PLAINTIFF FIRMS NAMED IN COMPLAINT:
Meyer Wilson Co., LPA Dublin Road, Suite 100, Meyer Wilson Co., LPA, OH 43215 614.224.6000 614.224.6066 ·