— Johnson Fistel, LLP (@JF_LLP) April 7, 2017
On March 20, 2017, an Oregon federal judge denied the defendants’ motion to dismiss in a case challenging the 2016 acquisition of Blount International, Inc. by a group consisting of investment firms American Securities and P2 Capital Partners. The judge’s opinion held that the plaintiffs have stated viable claims on behalf of a proposed class of former Blount stockholders and represents one of the select few instances where a plaintiff has survived a motion to dismiss in a case of this nature.
According to the complaint, American Securities and P2 acquired Blount in early 2016 for approximately $855 million. Blount executives Joshua L. Collins and David A. Willmott also participated in the buyout, converting their shares of Blount common stock into interests in the post-deal company.
The plaintiffs, represented by Johnson & Weaver, LLP and another firm, allege that Blount and certain of its directors and officers violated the federal securities laws by filing a false and misleading and materially inadequate proxy statement with the U.S. Securities and Exchange Commission in connection with the acquisition. More specifically, the plaintiffs claim that in September 2015, Blount’s management created a set of financial projections that most accurately reflected the company’s likely future financial performance. Blount management subsequently created two more sets of projections to be used in financial analyses regarding the deal, and the plaintiffs claim that the later projections were artificially and unreasonably reduced.
The defendants argued that the plaintiffs’ allegations were insufficient, but the court disagreed. It is believed that this represents one of the few instances stockholders have successfully stated post-close merger claims under the federal securities laws.
“We are satisfied with the ruling but have a long road ahead of us,” said W. Scott Holleman, an attorney from Johnson & Weaver working on the case. “We expect for there to be extensive discovery, but we’ll do whatever it takes to get the best result for former Blount stockholders.”
The case is captioned as Azar v. Blount International, Inc., No. 3:16-cv-00483-SI (D. Ore.), and is pending before United States District Court Judge Michael H. Simon.