Zoltek Companies, Inc. (NASDAQ:ZOLT) Investor Files Lawsuit Over Alleged Wrongdoing In Acquisition

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Company Name(s): 
Zoltek
Case Name: 
Zoltek Deal Case 10/07/2013
Case Status: 
Lawsuit Filed
Affected Securities
NASDAQ: ZOLT
Lawsuit Overview
Type of Lawsuit: 
Mergers and Acquisition
Date Filed: 
10/07/2013
Summary: 

October 8, 2013 (Shareholders Foundation) - An investor, who currently hold shares of Zoltek Companies, Inc. (NASDAQ:ZOLT), filed a lawsuit in effort to halt the proposed takeover of Zoltek Companies by Toray Industries, Inc. $16.75 NASDAQ:ZOLT per share.

The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:ZOLT stockholders arising out of the attempt to sell Zoltek Companies, Inc. too cheaply via an unfair process to Toray Industries, Inc.

On September 26, 2013, Zoltek Companies, Inc. (NASDAQ:ZOLT) announced that it has entered into a merger agreement with Toray Industries, Inc. Under the terms of the agreement, Toray Industries will acquire all of Zoltek Companies' outstanding shares for $16.75 per share in cash, for a total equity value of approximately $584 million.

However, the plaintiff claims that the offer is too low and undervalues Zoltek Companies. Indeed, NASDAQ:ZOLT shares jumped after the takeover news in the open market to $18.75 per share. In addition, Zoltek Companies’ performance improved recently. For instance, it reported that its Total Revenue rose from $128.46 million for the 12 months period that ended on Sept. 30, 2010 to $186.34 million for the 12 months period that ended on Sept. 30, 2012 and that its Net Loss of $6.34 million for the 12 months period that ended on Sept. 30, 2010 turned into a Net Income of $22.85 million for the 12 months period that ended on Sept. 30, 2012. Shares of Zoltek Companies, Inc. (NASDAQ:ZOLT) grew from $6.24 per share in November 2012 to as high as $16.48 on Sept. 25, 2013.

Furthermore, the plaintiff alleges that the process is unfair to NASDAQ:ZOLT investors as well. In fact, in connection with the execution of the merger agreement, Zsolt Rumy, the Company's Chairman and Chief Executive Officer, entered already into a voting agreement with Toray Industries, in which Mr. Rumy agreed to vote his Company stock, representing approximately 18% of the Company's outstanding shares, in favor of the merger.

On Oct. 7, 2013, NASDAQ:ZOLT shares closed at $16.66 per share.