SAN DIEGO, Dec. 9, 2015 /PRNewswire/ -- Robbins Geller
Rudman & Dowd LLP ("Robbins Geller") today announced that a
class action has been commenced in the United States District Court
for the District of Minnesota on
behalf of holders of Hutchinson Technology Incorporated
("Hutchinson Tech" or the "Company") (NASDAQ:HTCH) common stock on
November 2, 2015, in connection with
the proposed acquisition of Hutchinson Tech by companies
beneficially owned by TDK Corporation (the "Proposed
Transaction").
If you wish to serve as lead plaintiff, you must move the Court
no later than 60 days from today. If you wish to discuss this
action or have any questions concerning this notice or your rights
or interests, please contact plaintiff's counsel, Darren Robbins of
Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at
djr@rgrdlaw.com. Any member of the putative class may move the
Court to serve as lead plaintiff through counsel of their choice,
or may choose to do nothing and remain an absent class member.
The complaint charges Hutchinson Tech's Board of Directors (the
"Board") and certain affiliates of TDK Corporation ("TDK") with
breach of fiduciary duty and/or violations of the Securities
Exchange Act of 1934 ("1934 Act"). Hutchinson Tech is a global
supplier of critical precision component technologies such as
suspension assemblies for hard disk drives.
On November 2, 2015, Hutchinson
Tech and TDK jointly announced that they had entered into an
agreement and plan of merger pursuant to which the Company's
shareholders will receive $3.62 per
share for each share of Hutchinson Tech common stock that they own
and potential additional consideration of up to $0.38 per share, for a total consideration of
$4.00 per share, depending on the
amount of the Company's cash-on-hand at the time of
closing.
On November 23, 2015 and again on
December 4, 2015, the Board filed a
materially false and/or misleading preliminary proxy statement with
the SEC on Schedule 14A (the "Proxy") in violation of §§14(a) and
20(a) of the 1934 Act and in breach of the Board members' fiduciary
duty of candor. The complaint alleges that the Proxy, which
recommends that Hutchinson Tech shareholders vote in favor of the
Proposed Transaction, fails to disclose material information
regarding the deal and deprives the Company's shareholders of their
right to cast an informed vote. For example, the Proxy fails
to disclose the following material information, among other things,
which renders statements made in the Proxy false and/or misleading:
(a) the Board's failure to comply with the Minnesota Business
Corporation Act with respect to the prompt formation of an
independent special committee; (b) managements' projected cash
positions; (c) managements' financial projections presented to the
Board; (d) information regarding the nonexistent sales process; (e)
material details underlying the financial advisor's valuation
analyses; and (f) the financial advisor's conflicts of
interest. The omissions and false and misleading statements in
the Proxy were material in that a reasonable shareholder would
consider them important in deciding how to vote on the Proposed
Transaction.
Plaintiff seeks damages and injunctive and equitable relief on
behalf of holders of Hutchinson Tech common stock on November 2, 2015. The plaintiff is
represented by Robbins Geller, which has extensive experience in
prosecuting investor class actions including actions involving
financial fraud.
Robbins Geller, with 200 lawyers in ten offices, represents U.S.
and international institutional investors in contingency-based
securities and corporate litigation. The firm has obtained
many of the largest securities class action recoveries in history
and was ranked first in both the amount and number of shareholder
class action recoveries in ISS's SCAS Top 50 report for
2014.
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SOURCE Robbins Geller Rudman & Dowd LLP