According to the Complaint, Hexcel Corporation is an advanced composite company that develops, manufactures and markets lightweight, high-performance structural materials including carbon fibers, specialty reinforcements, prepregs and other fiber-reinforced matrix materials, honeycomb, adhesives, radio frequency/electromagnetic interference and microwave absorbing materials, engineered honeycomb and composite structures. The Company’s products are used in a wide variety of end applications, such as commercial and military aircraft, space launch vehicles and satellites, wind turbine blades, automotive, recreational products and other industrial applications.
This action is brought as a class action by Plaintiff on behalf of himself and the other public holders of the common stock of Hexcel Corporation against the Company and the members of the Company’s board of directors in connection with the proposed merger between Hexcel and Woodward, Inc.
On January 12, 2020, the Board caused the Company to enter into an agreement and plan of merger, pursuant to which the Company’s shareholders stand to receive 0.625 shares of Woodward common stock for each share of Hexcel stock they own. Upon completion of the merger, Hexcel shareholders will own approximately 45% and Woodward shareholders will own approximately 55% of the common stock outstanding.
The Complaint alleges that on February 28, 2020, in order to convince Hexcel shareholders to vote in favor of the Proposed Transaction, the Board authorized the filing of a materially incomplete and misleading Form S-4 Registration Statement with the Securities and Exchange Commission.
On April 6, 2020, the parties announced that the merger agreement was being voluntarily terminated. According to a joint press release, the merger was terminated in response to the increasing impact on both the aerospace and industrial sectors, and global markets broadly, resulting from the health crisis caused by the coronavirus (COVID-19) pandemic.
This case was voluntarily dismissed on April 29, 2020.