In response to the buyout offer by Carlisle Companies to take over Hawk Corporation at $50 per HWK share an investigation on behalf of investors of Hawk Corporation (AMEX:HWK) over possible breaches of fiduciary duties in connection with the proposed takeover was announced.
The investigation by a law firm concerns whether Hawk Corporation and its Board of Directors breached their fiduciary duties owed to Hawk Corp (HWK) investors by agreeing to the current conditions of the proposed takeover by Carlisle Companies, Inc.
On Friday, October 15, 2010, Hawk Corporation (NYSE Amex: HWK) and Carlisle Companies Incorporated (NYSE: CSL) announced the signing of an agreement whereby Carlisle Companies Inc has agreed to acquire Hawk Corp. for $50.00 per share in an all-cash transaction.
But the investigation by a law firm questions whether the sale process and the offered price are unfair to the shareholders of Hawk Corporation (AMEX:HWK).
Shares of Hawk Corporation (Public, AMEX:HWK), which jumped in response to the takeover news to $49.90 per share, traded the day before the announcement at $49 per share and on Wednesday at $48.72 per share. In addition Hawk's Chairman and CEO Ronald E. Weinberg, along with directors Norman Harbert and Byron Krantz, who collectively hold approximately 34% of Hawk's outstanding common stock, have already entered into agreements with Carlisle to tender their shares.
Therefore the investigation concerns whether the Hawk Corp. board of directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Hawk Corporation (AMEX:HWK) and breached their fiduciary duties to Hawk (AMEX:HWK) shareholder by failing to adequately shop the Company before entering into the transaction.