We are investigating the Board of Directors of LMIA for possible breaches of fiduciary duty and other violations of Missouri law in connection with the sale of LMIA to Sonaca.
LMIA’s long-term financial outlook is improving and yet LMIA shareholders will receive $14 per share. Sonaca is well aware of LMIA’s improving financial metrics and is purchasing LMIA at a substantial discount. The merger agreement unreasonably limits competing bids for LMIA by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should LMIA receive and accept a superior bid. LMIA insiders, their affiliates and other major 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 LMIA. Our investigation centers on the conduct of LMIA’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 LMIA given its current financial condition and prospects.