We are investigating the Board of Directors of Lufkin Industries Inc. for possible breaches of fiduciary duty and other violations of state law in connection with the sale of Lufkin to GE.
Lufkin’s long-term financial outlook is very positive and yet Lufkin shareholders will receive only the equivalent of $88.50. GE is well aware of Lufkin’s improving financial metrics and is purchasing Lufkin at a substantial discount. The merger agreement unreasonably limits prospective bids for Lufkin by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Lufkin receive and accept a superior bid. Lufkin insiders, their affiliates and other majority shareholders own significant voting stock of Lufkin, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of Lufkin not necessarily in the best interests of non-insider shareholders. In light of these facts, our investigation centers on the conduct of Lufkin’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 Lufkin given its current financial condition and prospects.