Challenging the proposed acquisition of NATCO Group, Inc. under the current conditions an investor has filed a proposed class action lawsuit the Delaware Chancery Court on behalf of current investor of NATCO Group Inc. (Public, NYSE:NTG), who purchased their shares before June 01, 2009, over possible breaches of fiduciary duty and other violations of state law by the Board of Directors of NATCO Group Inc.
According to the complaint the plaintiff alleges potential breaches of fiduciary duty and other violations of state law by the Board of NATCO Group Inc arising out of their attempt to sell NATCO Group Inc. (NYSE:NTG) to Cameron International Corp. (NYSE:CAM). Cameron International Corp. and NATCO Group Inc. announced that they have entered into an agreement under which Cameron International Corp. will acquire NATCO Group Inc. in an all-stock transaction that values NATCO Group Inc. at approximately $780 million, based on Cameron International Corp.'s closing stock price on June 1, 2009.
Under the agreement, NATCO Group Inc. shareholders would receive 1.185 shares of Cameron International Corp. common stock in return for each of NATCO Group Inc.'s approximately 20.3 million shares outstanding. The boards of directors of both Cameron International Corp. and NATCO Group Inc. have unanimously approved the transaction, which is expected to close during the third quarter of 2009. NATCO Group Inc.'s current shareholders would own approximately 10% of Cameron International Corp.'s outstanding common shares.
According to an investigation by a law firm the transaction appears to be unfair “given that NATCO shares traded above $50 per share as recently as September 2008 and that the average price of CAM shares for the 90 days prior to the announcement was only $24.94 -- substantially less than its June 1st closing price”. Based on Cameron International Corp's closing price on June 1, 2009, NATCO shareholders would receive $38.45 for each of their shares.
However, so the investigation, as recently as September 2008, NATCO Group Inc shares NTG were trading at over $46.00 and between January and November 2008 NATCO traded at $41.00-$55.00 a share, all substantially higher than the proposed offer. Moreover, while Cameron shares closed at $32.45 on June 1, 2009, prior to May 26, 2009, Cameron shares have only traded above $30.00 on three (3) days since October 2008. NATCO Group Inc. (NATCO), through its subsidiaries designs, manufactures, and markets oil and gas production equipment and systems. NATCO Group Inc. is located in Houston, Texas and had $570.12million in total revenue with $46.33million net income in 2007 and $657.40million in total revenue with $35.10million net income in 2008. Shares of Natco Group, Inc (NYSE: NTG) traded at $35.95 per share, down from a 52weekHigh of $56.86 per share.