North American Galvanizing & Coatings Investor Alert: Board Under Investigation

If you currently hold shares of North American Galvanizing & Coatings (NASDAQ:NGA), you have certain options and you should contact the Shareholders Foundation, Inc.

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Company Name(s): 
North American Galvanizing
Affected Securities: 
NASDAQ: NGA

An investigation on behalf of current investors in North American Galvanizing & Coatings (NASDAQ:NGA) concerning shareholder claims over possible breaches of fiduciary duty by the board of directors of North American Galvanizing & Coatings was announced.

The investigation by law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of North American Galvanizing & Coatings arising out of their attempt to sell North American Galvanizing & Coatings (NASDAQ:NGA) to AZZ incorporated. Specifically, North American Galvanizing & Coatings shareholders would need additional information to know what actions the board took to adequately shop the Company before entering into the transaction.

North American Galvanizing & Coatings, Inc., located in Tulsa, OK, is a manufacturing services holding company, that conducts its business in galvanizing and coatings, North American Galvanizing & Coatings reported in 2007 Total Revenue of $88.40million with a Net Income of $9.23million, in 2008 Total Revenue of $86.13million with a Net Income of $11.87million, and in 2009 Total Revenue of $77.08million with a Net Income of $9.66million.

On April 01, 2010, AZZ incorporated (NYSE: AZZ) announced that it has entered into a definitive merger agreement with North American Galvanizing & Coatings, Inc. (Nasdaq: NGA) to acquire North American Galvanizing & Coatings for a price of $7.50 per share in cash or a transaction value of approximately $125.6 million. According to AZZ incorporated the North American Galvanizing & Coatings Board of Directors has unanimously approved the merger agreement and the $7.50 per share price represents a premium of approximately 42.6% over the weighted average price of NGA's common shares for the last 30 trading days.

Shares of North American Galvanizing & Coatings (NGA) traded after the announcement at $7.50 per share, and at $5.60 per share before the news. NGA shares were down from its 52weekHigh of $7.85 per share and $8.33 per share in August 2008.

But according to one investigation by a law firm “concerns whether the North American Galvanizing & Coatings Board of Directors breached their fiduciary duties to North American Galvanizing & Coatings (NGA) stockholders by failing to adequately shop the Company prior to entering into the agreement, whether the Board of Directors breached their fiduciary duties by not seeking a deal that would provide better value of North American Galvanizing & Coatings, and whether AZZ incorporated is underpaying for North American Galvanizing & Coatings, thus unlawfully harming North American Galvanizing & Coatings (NGA) stockholders.”