Acquisition of Zoltek Companies, Inc. by Toray Industries, Inc. May Not Be in
the Best Interests of Zoltek Companies, Inc. Shareholders
SAN DIEGO and ST. LOUIS, Sept. 30, 2013
SAN DIEGO and ST. LOUIS, Sept. 30, 2013 /PRNewswire/ -- Shareholder rights
attorneys at Robbins Arroyo LLP are investigating the acquisition of Zoltek
Companies, Inc. (NASDAQ: ZOLT) by Toray Industries, Inc. On September 26,
2013, Zoltek announced the signing of a merger agreement under which Toray
will acquire Zoltek in an all cash transaction for $16.75 per share. The
Zoltek board of directors has unanimously approved the merger agreement. The
transaction is expected to close in late 2013 or early 2014.
Is the Merger Best for Zoltek and Its Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board of directors
at Zoltek is undertaking a fair process to obtain maximum value and to
adequately compensate its shareholders in the merger. As an initial matter,
the $16.75 consideration represents a premium of less than 2% based on
Zoltek's closing price on September 25, 2013. This premium is substantially
below the average one-day premium of nearly 45% for comparable transactions in
the last three years. Further, Zoltek has traded above the offer price as
recently as July 24, 2013.
Moreover, it appears that certain Zoltek fiduciaries are seeking to benefit
themselves in the merger. In particular, Zoltek's board of directors agreed
to provide additional compensation to company executive officers subject to
consummation of the merger. This executive compensation includes a $768,000
payment to Zsolt Rumy, Zoltek's Chairman of the Board, President, and Chief
Executive Officer; a $615,000 payment to Andrew Whipple, Zoltek's Chief
Financial Officer; and a $500,000 payment to George Husman, Zoltek's Director
and Chief Technology Officer.
Given the above benefits, Mr. Rumy entered into a voting agreement with Toray,
in which Mr. Rumy agreed to vote his company stock, representing approximately
18% of Zoltek's outstanding shares, in favor of the merger.
Zoltek shareholders have the option to file a class action lawsuit to secure
the best possible price for shareholders and the disclosure of material
information so shareholders can vote on the transaction in an informed manner.
Zoltek shareholders interested in information about their rights and
potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003,
firstname.lastname@example.org, or via the shareholder information form on the
Robbins Arroyo LLP is a nationally recognized leader in securities litigation
and shareholder rights law. The firm represents individual and institutional
investors in shareholder derivative and securities class action lawsuits, and
has helped its clients realize more than $1 billion of value for themselves
and the companies in which they have invested. For more information, please
go to http://www.robbinsarroyo.com.
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Attorney Advertising.Past results do not guarantee a similar outcome.
Darnell R. Donahue
Robbins Arroyo LLP
(619) 525-3990 or Toll Free (800) 350-6003
SOURCE Robbins Arroyo LLP
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