Shareholder Class Action Filed Against Huntsman Corporation by the Law Firm of Schiffrin Barroway Topaz & Kessler, LLP |
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By: Schiffrin Barroway Topaz & Kessler, LLP Posted: 2008-08-13 06:24:30 |
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The following statement was issued today by the law firm of Schiffrin Barroway Topaz & Kessler, LLP:
Notice is hereby given that a class action lawsuit was filed in the United States District Court for the District of Utah on behalf of all purchasers of securities of Huntsman Corporation (NYSE: HUN) ("Huntsman" or the "Company") from June 26, 2007 through June 18, 2008, inclusive (the "Class Period"). If you wish to discuss this action or have any questions concerning this notice or your rights or interests with respect to these matters, please contact Schiffrin Barroway Topaz & Kessler, LLP (Darren J. Check, Esq. or D. Seamus Kaskela, Esq.) toll free at 1-888-299-7706 or 1-610-667-7706, or via e-mail at info@sbtklaw.com. The Complaint charges Huntsman and certain of its officers and directors with violations of the Securities Exchange Act of 1934. Huntsman is a manufacturer and marketer of differentiated chemicals and pigments. In or about May 2007, Huntsman began to contact potential buyers about a sale of the Company. On June 26, 2007, the Company announced that it had agreed to be acquired by Basell AF ("Basell") for $25.25 per share. Following this announcement, on July 3, 2007, the Company announced that it had received a superior merger proposal from Hexion Specialty Chemicals, Inc. ("Hexion"), an affiliate of private equity firm Apollo Management, L.P., for $27.25 per share. On July 12, 2007, the Company announced that it has agreed to be acquired by Hexion for $28.00 per share. More specifically, the Complaint alleges that the Company failed to disclose and misrepresented the following material adverse facts which were known to defendants or recklessly disregarded by them: (1) that the Hexion merger proposal included a financing condition, and the debt financing of the acquisition was not fully committed; (2) that the Company had significantly understated its future net debt estimate prior to entering the Merger Agreement, and its net debt had dramatically increased since such time; (3) that the Company had significantly overstated its future net earnings prior to entering the Merger Agreement, and its future net earnings had dramatically decreased since such time; (4) that the Company's Pigment, Textile Effects and Performance Products segments were significantly underperforming relative to estimates and expectations, and in a disproportionate manner compared to other companies engaged in the chemical business; (5) that as a result, the equity value of Huntsman had significantly declined throughout the Class Period to the point where Hexion would be unable to obtain a solvency opinion necessary to complete the merger; (6) that the increase in total debt and decrease in earnings had caused the Company's financial health to significantly deteriorate and to trigger a material adverse effect ("MAE") in the Merger Agreement; (7) that due to the MAE, combined with the fact that Hexion could not secure a solvency opinion necessary for the merger, Hexion would be unable to complete the merger with Huntsman; (8) that the Company lacked adequate internal and financial controls; and (9) that, as a result of the foregoing, the Company's statements about its financial well-being and business prospects, including the consummation of the merger with Hexion, were lacking in any reasonable basis when made. Following the Company's original and subsequent merger announcements, and the announcement that the Company had received a superior merger proposal from Hexion, the Company's shares dramatically increased in value. In the weeks and months following Huntsman's announcement that it had signed a definitive Merger Agreement with Hexion, and with the Company's securities trading at artificially inflated prices, Company insiders sold 57,082,420 shares of the Company's stock for gross proceeds of over $1.3 billion. Then on June 19, 2008, the Company shocked investors when it announced that Hexion had filed a lawsuit against Huntsman seeking to terminate the Merger Agreement. The suit filed by Hexion revealed that three of Huntsman's five business segments had significantly underperformed relative to expectations, estimations and projections. Further, citing the combination of Huntsman's decreased earnings potential, as well as its significant increase in net debt, Hexion disclosed that it was unable to secure a financing Commitment Letter or solvency opinion -- both necessary for the merger to successfully close. Huntsman's deteriorating financial health -- given the dramatic increase in net debt and decline in earnings -- meant that the company had suffered a MAE, and in all likelihood the merger will not be completed. On this news, the Company's shares fell $8.00 per share, or 38.35 percent, to close on June 19, 2008 at $12.86 per share, on unusually heavy trading volume. Plaintiff seeks to recover damages on behalf of class members and is represented by the law firm of Schiffrin Barroway Topaz & Kessler which prosecutes class actions in both state and federal courts throughout the country. Schiffrin Barroway Topaz & Kessler is a driving force behind corporate governance reform, and has recovered billions of dollars on behalf of institutional and individual investors from the United States and around the world. For more information about Schiffrin Barroway Topaz & Kessler or to sign up to participate in this action online, please visit http://www.sbtklaw.com If you are a member of the class described above, you may, not later than September 15, 2008, move the Court to serve as lead plaintiff of the class, if you so choose. A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the Court must determine that the class member's claim is typical of the claims of other class members, and that the class member will adequately represent the class. Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. Any member of the purported class may move the court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member. CONTACT: Schiffrin Barroway Topaz & Kessler, LLP Darren J. Check, Esq. D. Seamus Kaskela, Esq. 280 King of Prussia Road Radnor, PA 19087 1-888-299-7706 (toll free) or 1-610-667-7706 |
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