Ameron International Corporation Investor Files Lawsuit To Stop Takeover

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Company Name(s): 
Ameron International
Case Name: 
Ameron International Deal Case 07/12/2011
Case Status: 
Lawsuit Filed
Affected Securities
NYSE: AMN
Lawsuit Overview
Type of Lawsuit: 
Mergers and Acquisition
Date Filed: 
07/12/2011
Summary: 

An investor in shares of Ameron International Corporation (NYSE: AMN) filed a lawsuit in State Court against directors of Ameron Intl in effort to stop the proposed acquisition of Ameron Intl. Corp by National Oilwell Varco, Inc.

According to the complaint the plaintiff alleges that defendants breached their fiduciary duties arising out of their attempt to sell Ameron International too cheaply via an unfair process to National Oilwell Varco.

On Tuesday, Jul 05, 2011 Ameron International Corporation and National Oilwell Varco, Inc. announced that they have entered into an agreement under which National Oilwell Varco, Inc will acquire Ameron Intl. Corp. in an all cash transaction that values Ameron International Corp. at approximately $772 million.
Under the terms of the proposed transaction, Ameron Intl's stockholders would receive $85.00 per AMN share in cash in return for each of the approximately 9.1 million shares outstanding.

Shares of Ameron International Corporation (Public, NYSE:AMN) jumped in response to the takeover announcement from $66.89 on Friday to $84.50 on Tuesday, July 5, 2011.

However,the plaintiff alleges that the offer is opportunistic and the proposed transaction is the result of a flawed sale process.

In fact, AMN stock traded as early as December 2010 as high as$84.11 per share, leaving investors who purchased during December 2010 with only a meager premium. Furthermore, at least one analyst has set the high price target for Ameron International Corp shares at $90 per share and historic stock trading prices have been significantly above the current offer. During 2009 AMN stock traded as high as $89 per share and during 2008 even as high as $130.10 per share, leaving investors who invested during those highs with not only a meager premium, but asking those stockholders to hand over their AMN stock at a discount.