Erickson v. Hutchinson Technology Inc.

158 F. Supp. 3d 751, 2016 U.S. Dist. LEXIS 9790, 2016 WL 310729
CourtDistrict Court, D. Minnesota
DecidedJanuary 26, 2016
DocketCivil No. 15-4261(DSD/LIB)
StatusPublished
Cited by1 cases

This text of 158 F. Supp. 3d 751 (Erickson v. Hutchinson Technology Inc.) is published on Counsel Stack Legal Research, covering District Court, D. Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Erickson v. Hutchinson Technology Inc., 158 F. Supp. 3d 751, 2016 U.S. Dist. LEXIS 9790, 2016 WL 310729 (mnd 2016).

Opinion

ORDER

David S. Doty, Judge United States District Court

This matter is before the court upon the motion for a preliminary injunction by plaintiff David Erickson. Based on a review of the file, record, and proceedings herein, and for the following reasons, the court denies the motion.

BACKGROUND

This securities dispute arises out of the proposed merger of defendant Hutchinson Technology Incorporated with entities owned by TDK Corporation. Hutchinson is a Minnesota corporation that researches, designs, manufactures, and supplies suspension assemblies for hard disk drives. Compl. ¶¶9, 17. Defendant Richard J. Penn is Hutchinson’s president and chief executive officer, and sits on the Board of Directors. Id. ¶ 10. Defendants Wayne M. Fortun, Martha Goldberg Aronson, Russell Huffer, Frank P. Russomanno, Philip E. Soran, and Thomas R. VerHage are independent outside directors. Id. ¶¶ 11-16.

On February 23, 2015, Albert Ong — the president and chief executive officer of Magnecomp Precision Technology (MPT), a subsidiary of TDK — met with Penn and David Radloff, Hutchinson’s vice president and chief financial officer. Steiner Aff. Ex. 1 at 34. During that meeting, Ong proposed that MPT acquire Hutchinson’s assembly operations for a cash purchase price of $120 to 130 million plus a potential long-term supply arrangement between the two companies. Id. Penn and Radloff took the proposal under consideration. Id. Within several days, Penn advised Ong that Hutchinson had no interest in the proposed transaction. Id.

In March 2015, Ong contacted Penn and inquired whether Hutchinson would consider a proposal for MPT to acquire Hutchinson. Id. Penn responded that Hutchinson was executing its strategic plans and was not for sale. Id On March 31, 2015, Penn relayed these communications to the Board during its regular meeting. Id.

In April 2015, MPT’s financial advisor contacted Penn and advised him that MPT intended to submit a formal offer to acquire Hutchinson. Id. at 35. Penn and Rad-loff then interviewed representatives of three investment banking firms based on recommendations from the Board, including Bank of America’s wealth management division Merrill Lynch, Pierce, Fenner & Smith Incorporated (BofA Merrill Lynch). Id. at 7, 35. On April 29, 2015, the Board held a telephonic meeting. Id. at 35. Penn and Radloff summarized their communications with MPT and its financial advisor, [755]*755discussed the interviews with the investment banking firms, and recommended that Hutchinson engage BofA Merrill Lynch as its financial advisor. Id. The Board authorized and directed executive management to negotiate and execute an engagement letter with BofA Merrill Lynch. Id. On May 12, 2015, Hutchinson entered into an engagement letter with BofA Merrill Lynch, pursuant to which BofA Merrill Lynch agreed to act as Hutchinson’s financial advisor in connection with potential strategic transactions including the possible sale of Hutchinson. Id.

On May 26, 2015, Penn, Radloff, and BofA Merrill Lynch met with Ong and-MPT’s financial advisors .to present information about Hutchinson to MPT. Id. On June 12, 2015, MPT proposed to acquire Hutchinson for an enterprise value of $200 million, which equated to an equity value for Hutchinson of approximately $96.9 million or $2.81 per share. Id. Hutchinson’s closing stock price on that day was $2.03 per share. Id.

On June 15, 2015, the Board met and discussed MPT’s proposal. Id. The Board directed executive management and BofA Merrill Lynch to respond that, although the Board was interested in MPT’s proposal, the valuation was too low. Id. The Board also directed executive management and BofA Merrill Lynch to continue discussions with MPT in an effort to elicit an improved offer. Id. Hutchinson’s closing stock price on that day was $1.98 per share. Id. On June 16, 2015, BofA Merrill Lynch conveyed the Board’s position to MPT and its financial advisor. Id.

Over the next four months, Hutchinson and MPT, along with both companies’ financial advisors, continued to negotiate. Id. at 35-39. On September 24, 2015, Penn, Radloff, and representatives of BofA Merrill Lynch negotiated a per-share merger consideration proposal with Ong and MPT’s financial advisor. Id. at 39. The proposal consisted of a fixed base consideration of $3.62 per share plus additional cash consideration up to a maximum amount of $0.38 per share. Id. Hutchinson’s closing stock price on that day was $1.42 per share. Id.

On September 26, 2015, the Board directed executive management to finalize the merger agreement on those material terms. Id. On October 29, 2015, MPT completed its due diligence investigation of Hutchinson and both companies’ legal counsel finalized the merger agreement. Id. at 40. On October 30, 2015, TDK’s Board approved the merger agreement. Id. •

BofA Merrill Lynch conducted a financial analysis and provided its opinion of the merger. Id. at 41. Ultimately, BofA Merrill Lynch stated that the merger was financially fair to Hutchinson’s shareholders. Id.

On November 1, 2015, the Board met and reviewed the merger agreement and BofA Merrill Lynch’s fairness opinion. Id The Board then formed a special committee of disinterested directors1 to consider and vote on the merger agreement. Id. The special committee approved the merger agreement and recommended that the full Board approve the merger agreement. Id. The Board then unanimously (i) approved the merger agreement, (ii) declared it to be fair, advisable, and in the best interests of Hutchinson and its shareholders, (iii) directed that the approval of the merger agreement be submitted to a vote at a shareholder’s meeting, and (iv) recommended to shareholders that they approve the merger agreement. Id. On November [756]*7562, 2015, TDK and Hutchinson issued a joint press release announcing the merger agreement. Id:

On November 23, 2015, Hutchinson filed a nearly 200-page proxy statement with the Securities and Exchange Commission (SEC). Compl. ¶ 46. The proxy' includes information from BofA. Merrill Lynch’s‘financial analysis. Relevant to Erickson’s motion, the proxy provides a summary of BofA Merrill Lynch’s Selected Publicly Traded Companies Analysis, Selected Precedent Transactions Analysis, and Selected Precedent Transactions Premiums Analysis. Id. ff 47-49; Steiner Aff. Ex. 1 at 47-49. The proxy advises Hutchinson shareholders of the Board’s unanimous recommendation to vote in favor of the merger.-.Steiner Aff. Ex. 1 at 7. Shareholders are schedule to vote on the merger on January 28,2016. Id. at 2.

On November 30, 2015, Erickson filed a putative class action complaint alleging that the defendants violated §§ 14(a) and 20(a) of the- Securities Exchange Act of 1934 and Rule 14a-9. On December 18, 2015, Erickson filed a motion for a preliminary injunction to enjoin the shareholder vote until defendants disclose certain, omitted information. Specifically, Erickson alleges that the proxy’s summary of the aforementioned analyses omits material information.

DISCUSSION

A preliminary injunction is an extraordinary remedy, and the movant bears the burden of establishing its propriety. Watkins Inc. v. Lewis, 346 F.3d 841, 844 (8th Cir.2003).

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Related

Ridler v. Hutchinson Technology Inc.
216 F. Supp. 3d 982 (D. Minnesota, 2016)

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Bluebook (online)
158 F. Supp. 3d 751, 2016 U.S. Dist. LEXIS 9790, 2016 WL 310729, Counsel Stack Legal Research, https://law.counselstack.com/opinion/erickson-v-hutchinson-technology-inc-mnd-2016.