Robbins Umeda LLP Announces an Investigation of Nalco Holding Company
July 20 2011 - 7:35PM
Business Wire
Robbins Umeda LLP, a shareholder rights litigation firm, has
commenced an investigation into possible breaches of fiduciary duty
and other violations of state law by members of the board of
directors of Nalco Holding Company (NYSE: NLC) in connection with
their efforts to sell the company to Ecolab, Inc. (NYSE: ECL).
If you own stock in Nalco and would like more information about
your shareholder rights, please contact attorney Gregory E. Del
Gaizo at 800-350-6003 or via the shareholder information form on
the firm's website.
On July 20, 2011, Nalco announced it had entered into a
definitive merger agreement with Ecolab under which Ecolab will
acquire all outstanding shares of the company in a cash and stock
transaction. Pursuant to the terms of the agreement, Nalco
shareholders will receive either $38.80 or 0.7005 shares of Ecolab
for each share of Nalco they own. The transaction is expected to
close in the fourth quarter of 2011.
Robbins Umeda LLP's investigation focuses on whether Nalco's
board is undertaking a fair process to obtain maximum value and
adequately compensate shareholders in light of the company's recent
positive financial results. As part of the merger announcement,
Nalco released preliminary results for the second quarter of fiscal
year 2011. The company reported a record $1.2 billion in sales for
the quarter, a 16% increase over the same quarter in the prior
year, and above analyst estimates of $1.13 billion. Additionally,
the company reported an adjusted EPS of $0.47, compared to $0.41
from the same period of the prior year, and above analyst estimates
of only $0.36. Moreover, analysts have recently released target
prices for Nalco that value the company's stock at $39.00 per
share, considerably higher than the offer price that forms the
basis of the merger agreement.
In addition, the firm is investigating whether self-dealing and
other employment guarantees played a part in the decision by the
board to enter into the agreement with Ecolab. Upon closure, three
Nalco directors are slated to receive positions on Ecolab's
board.
Robbins Umeda LLP represents individual and institutional
shareholders in derivative, direct, and class action lawsuits. The
firm's skilled litigation teams include former federal prosecutors,
former defense counsel from top multinational corporate law firms,
and career shareholder rights attorneys. For more information,
please go to http://www.robbinsumeda.com.
Press release link:
http://www.robbinsumeda.com/shareholders-rights-blog/nalco-holding-company/
Attorney Advertising.
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