SAN DIEGO and EAGAN,
Minn., March 30, 2015
/PRNewswire/ -- Shareholder rights attorneys at Robbins Arroyo LLP
are investigating the proposed acquisition of Norcraft Companies,
Inc. (NYSE: NCFT) by Fortune Brands Home & Security, Inc.
(NYSE: FBHS). On March 30,
2015, the two companies announced the signing of a
definitive merger agreement pursuant to which Fortune Brands will
acquire Norcraft. Under the terms of the agreement, Norcraft
shareholders will receive $25.50 in
cash for each share of Norcraft common stock.
View this information on the law firm's Shareholder Rights Blog:
http://www.robbinsarroyo.com/shareholders-rights-blog/norcraft-companies-inc
Is the Proposed Acquisition Best for Norcraft Companies,
Inc. and Its Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board
of directors at Norcraft is undertaking a fair process to obtain
maximum value and adequately compensate its shareholders.
As an initial matter, the $25.50
merger consideration represents a premium of only 11.4% based on
Norcraft's closing price on March 27,
2015. This premium is significantly below the average one day
premium of nearly 54.7% for comparable transactions within the past
five years.
On March 30, 2015, Norcraft
reported strong earnings for its fourth quarter and full year
2014. In the fourth quarter of 2014, Norcraft reported a net
sales increase of $13.5 million, or
16.7%, to $94.0 million, as compared
to $80.5 million in the fourth
quarter of 2013. Norcraft also reported that its income from
operations in the fourth quarter of 2014 increased $2.8 million, or 62.0%, to $7.4 million, from $4.6
million for the fourth quarter of 2013.
In commenting on these results, Norcraft Chairman and Chief
Executive Officer Mark Buller
remarked, "We are extremely pleased with the consistent improvement
in our business throughout 2014, resulting in significant growth in
our net sales, Adjusted EBITDA and cash flow during the year.
In the fourth quarter, our business momentum accelerated with
stronger demand in both our new residential and repair and remodel
end markets. We also further improved our product mix and
realized price gains that helped drive a 16.7% increase in net
sales during the fourth quarter. We actively managed our cost
base and improved our material sourcing to grow our Adjusted EBITDA
by 26.3% in the fourth quarter. As a result, we ended 2014
with a firmly established platform to continue expanding Norcraft's
customer base with a broad range of higher-end, semi-custom
cabinetry within the truly exceptional dealer channel."
In light of these facts, Robbins Arroyo LLP is examining
Norcraft's board of directors' decision to sell the company now
rather than allow shareholders to continue to participate in the
company's continued success and future growth prospects.
Norcraft shareholders have the option to file a class action
lawsuit to ensure the board of directors obtains the best possible
price for shareholders and the disclosure of material
information. Norcraft shareholders interested in information
about their rights and potential remedies can contact attorney
Darnell R. Donahue at (800)
350-6003, ddonahue@robbinsarroyo.com, or via the shareholder
information form on the firm's website.
Robbins Arroyo LLP is a nationally recognized leader in
securities litigation and shareholder rights law. The law
firm represents individual and institutional investors in
shareholder derivative and securities class action lawsuits, and
has helped its clients realize more than $1
billion of value for themselves and the companies in which
they have invested.
Attorney Advertising. Past results do not guarantee a
similar outcome.
Contact:
Darnell R. Donahue
Robbins Arroyo LLP
600 B Street, Suite 1900
San Diego, CA 92101
ddonahue@robbinsarroyo.com
(619) 525-3990 or Toll Free (800) 350-6003
www.robbinsarroyo.com
Logo -
http://photos.prnewswire.com/prnh/20130103/MM36754LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/robbins-arroyo-llp-acquisition-of-norcraft-companies-inc-ncft-by-fortune-brands-home--security-inc-fbhs-may-not-be-in-shareholders-best-interests-300057948.html
SOURCE Robbins Arroyo LLP