July 14, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Rockwood Holdings, Inc. (NYSE:ROC) shares, was announced concerning whether the takeover of Rockwood Holdings, Inc. by Albemarle Corporation for a value of $85.53 per share is unfair to NYSE:ROC stockholders.
The investigation by a law firm concerns whether certain officers and directors of Rockwood Holdings, Inc. breached their fiduciary duties owed to NYSE:ROC investors in connection with the proposed acquisition.
On July 15, 2014, Albemarle Corporation (NYSE: ALB) and Rockwood Holdings, Inc. (NYSE:ROC) announced that they have entered into an agreement under which Albemarle will acquire all outstanding shares of Rockwood Holdings, Inc. (NYSE:ROC) in a cash and stock transaction valued at approximately $6.2 billion. Under the terms of the proposed transaction, each outstanding share of Rockwood Holdings, Inc. (NYSE:ROC) common stock will be exchanged for $50.65 in cash and 0.4803 of a share of Albemarle common stock. The transaction values Rockwood Holdings, Inc. (NYSE:ROC) at $85.53 per share.
However, given that at least one analyst has set the high target price for NYSE:ROC shares at $93.00 per share, the investigation concerns whether the offer is unfair to NYSE:ROC stockholders. More specifically, the investigation concerns whether the Rockwood Holdings Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Rockwood Holdings, Inc. reported that its annual Total Revenue rose from over $1.32 billion in 2012 to over $1.37 billion in 2013 and that its Net Income increased from $379.20 million in 2012 to over $1.65 billion in 2013. Shares of Rockwood Holdings, Inc. (NYSE:ROC) rose from $42.53 per share in November 2012 to as high as $81.65 per share in March 2014.
On July 15, 2014, NYSE:ROC shares closed at $83.14 per share.