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Case Status:    DISMISSED    
On or around 12/31/2020 (Notice of voluntarily dismissal)

Filing Date: December 14, 2020

According to the Complaint, Foundation Building Materials, Inc. is a specialty building products distributor of wallboard, suspended ceiling systems, metal framing, and complementary and other products throughout North America.

On November 15, 2020, Foundation issued a press release announcing that it had entered into an Agreement and Plan of Merger dated November 14, 2020 (the “Merger Agreement”) to sell Foundation to American Securities. Under the terms of the Merger Agreement, each Foundation stockholder will receive $19.25 in cash for each share of Foundation common stock they own (the “Merger Consideration”). The Proposed Transaction is valued at approximately $1.37 billion.

Concurrently with the execution of the Merger Agreement, in connection with a Tax Receivable Agreement dated as of February 8, 2017 (“TRA”), the Company and its controlling stockholder LSF9 Cypress Parent 2 LLC (“Principal Stockholder”) entered into a TRA Termination Agreement pursuant to which the Company will pay the Principal Stockholder approximately $75.5 million in addition to regular payments made between signing and closing under the terms of the TRA. That same day the Principal Stockholder executed and delivered an irrevocable written consent adopting the Merger Agreement and approving the Proposed Transaction and the TRA Termination Agreement. The Company’s minority stockholders do not have a vote on the Proposed Transaction or the TRA Termination Agreement.

On December 4, 2020, Foundation filed a Schedule 14C Definitive Proxy Statement (the “Proxy Statement”) with the SEC. The Complaint alleges that the Proxy Statement omits or misrepresents material information concerning, among other things: (i) financial projections for Foundation; (ii) the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by the financial advisor to the special committee of the Board; (iii) the background of the Proposed Transaction; and (iv) potential conflicts of interest faced by the Company’s financial advisor and Company insiders.

This case was voluntarily dismissed on December 31, 2020.


Sector: Capital Goods
Industry: Constr. - Supplies & Fixtures
Headquarters: United States


Ticker Symbol: FBM
Company Market: New York SE
Market Status: Public (Listed)

About the Company & Securities Data

"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: C.D. California
DOCKET #: 20-CV-02345
JUDGE: Hon. Cormac J. Carney
DATE FILED: 12/14/2020
CLASS PERIOD END: 12/14/2020
  1. Weisslaw LLP (NY)
No Document Title Filing Date
—Reference Complaint Complaint Related Data is not available
—Related District Court Filings Data is not available