NEW YORK, Dec. 18, 2015 /PRNewswire/ -- Notice is hereby
given that Faruqi & Faruqi, LLP has filed a class action
lawsuit in the United States District Court for the District of
Minnesota, case no. 0:15-cv-04261,
on behalf of unitholders of Hutchinson Technology Incorporated
("Hutchinson" or the "Company")
(NasdaqGS: HTCH) who held (and continue to hold) Hutchinson securities acquired on or before
November 2, 2015.
On November 2, 2015, the Company
entered into a Purchase Agreement and Plan of Merger ("Merger
Agreement") under which TDK Corporation ("TDK") will acquire all of
the outstanding units of Hutchinson through a newly formed subsidiary
of Hydra Merger Sub, Inc. The unit-for-unit transaction is valued
at approximately $221 million. The
transaction and vote are expected to occur in the first quarter of
2016.
The complaint charges Hutchinson Technology Incorporated, its
Board of Directors, and affiliated corporate entities and
individuals with violations of Sections 14(a) and 20(a) of the
Securities Exchange Act of 1934 (the "Exchange Act").
If you wish to obtain information concerning this action or
view a copy of the complaint, you can do so by clicking here:
www.faruqilaw.com/HTCHnotice.
Pursuant to the terms of the Merger Agreement, which was
unanimously approved by the Company's Board of Directors (the
"Board" or "Individual Defendants"), Hutchinson unitholders will receive
$3.62 in cash per share and up to an
additional $0.38 in cash under
certain circumstances for each unit of Hutchinson they own. However, the offer is 40%
less than the $6.00 per share price
target analysts at Craig-Hallum Capital Group LLC issued as
recently as April 2015. The offer is
also significantly below Hutchinson's 52-week high stock price of
$4.50 per share.
Furthermore, according to the complaint, the Merger Agreement
includes a non-solicitation and matching rights provisions which
essentially ensure that a superior bidder will not emerge, as any
potential suitor will undoubtedly be deterred from expending the
time, cost, and effort of making a superior proposal while knowing
that TDK can easily foreclose a competing bid.
The complaint also alleges that the preliminary proxy statement
(the "Proxy") filed with the Securities and Exchange Commission
("SEC") on November 23, 2015 provided
materially incomplete and misleading disclosures, thereby violating
Sections 14(a) and 20(a) of the Exchange Act. The Proxy denies
Hutchinson's unitholders material
information concerning the financial and procedural fairness of the
Merger.
Take Action
Plaintiff is represented by Faruqi & Faruqi, LLP, a law firm
with extensive experience in prosecuting class actions, and
significant expertise in actions involving corporate fraud. Faruqi
& Faruqi, LLP, was founded in 1995 and the firm maintains its
principal office in New York City,
with offices in Delaware,
California, and Pennsylvania.
If you wish to serve as lead plaintiff, you must move the Court
no later than 60 days from today. Any member of the putative
class may move the Court to serve as lead plaintiff through counsel
of their choice, or may choose to do nothing and remain an absent
class member. If you wish to discuss this action, or have any
questions concerning this notice or your rights or interests,
please contact:
Juan E. Monteverde, Esq.
FARUQI & FARUQI, LLP
685 3rd Avenue, 26th Floor
New York, NY 10017
Telephone: (877) 247-4292 or (212) 983-9330
E-mail: jmonteverde@faruqilaw.com
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SOURCE Faruqi & Faruqi, LLP