Rigrodsky & Long, P.A. announces that it is investigating potential claims against the board of directors of Southwall Technologies, Inc. (“Southwall” or the “Company”) (Nasdaq: SWTX) concerning possible breaches of fiduciary duty and other violations of law related to the Company’s entry into an agreement to be acquired by Solutia Inc. (“Solutia”) in a transaction with an approximate value of $113 million.
Under the proposed agreement, Solutia will commence a tender offer for all of the outstanding shares of Southwall common stock no later than October 25, 2011. Southwall shareholders will receive $13.60 per share in cash for all outstanding shares of Southwall common stock tendered in the offer.
The investigation concerns whether Southwall’s board of directors adequately shopped the Company to obtain the best price possible for Southwall’s shareholders before entering into the agreement with Solutia. Indeed, certain funds affiliated with Needham Funds, together with Dolphin Direct Equity Partners, L.P., which collectively hold shares of Southwall common stock and convertible preferred stock equal to approximately 63% of the Company’s outstanding common stock on an as-converted basis, have entered into tender and support agreements with Solutia pursuant to which they have agreed to support the transaction and tender their shares in the offer.
Moreover, as recent as August 12, 2011, Southwall issued a press release announcing its second quarter 2011 financial results wherein the Company reported a 15% overall increase in revenue year-over-year.
If you own the common stock of Southwall and purchased your shares before October 7, 2011, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Seth D. Rigrodsky, Esquire or Noah R. Wortman, Case Development Director, of Rigrodsky & Long, P.A., 919 N. Market Street, Suite 980, Wilmington, Delaware 19801, by telephone at (888) 969-4242, or by e-mail to info@rigrodskylong.com.
Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly litigates securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, including claims for breach of fiduciary duty and proxy violations in the Delaware Court of Chancery and in state and federal courts throughout the United States.
Attorney advertising. Prior results do not guarantee a similar outcome.