We are investigating the Board of Directors of Blount for possible breaches of fiduciary duty and other violations of state law in connection with the sale of Blount to American Securities and P2 Capital.
Blount’s long-term financial outlook is improving and yet Blount shareholders will receive only $10 per share. American Securities and P2 Capital are well aware of Blount’s improving financial metrics and are purchasing Blount at a substantial discount. The purchase agreement unreasonably limits prospective bids for Blount by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Blount receive and accept a superior bid. Blount insiders, their affiliates and other majority shareholders own significant voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of Blount not in the best interests of non-insiders. Our investigation centers on the conduct of Blount’s Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Blount given its current financial condition and prospects.