On October 8, 2016, the Company entered into an agreement and plan of merger, to be acquired by FR Bison Holdings, Inc. ("Parent") through its wholly-owned subsidiary, FR Bison Merger Sub, Inc. ("Merger Sub"). Parent and Merger Sub are affiliates of First Reserve Energy Infrastructure Fund II, L.P. (First Reserve) and were formed by First Reserve in order to acquire the Company. Subject to the terms and conditions of the merger agreement, Merger Sub will merge with and into the Company and theCompany will continue as the surviving corporation and a wholly-owned subsidiary of Parent. Shareholders will receive $13.10 in cash without interest and less any applicable withholding taxes, for each share of common stock, $0.15 par value per share, of the Company that they own immediately prior to the effective time of the merger.
The Complaint alleges, among other things, that (i) the Company's board breached its fiduciary duties and acted in bad faith by failing to undertake an adequate sales process during the time leading up to the execution of the merger agreement, (ii) the officers violated their fiduciary duty of loyalty, (iii) the merger agreement contains preclusive deal protection devices, (iv) the board failed to act with due care, loyalty, good faith, and independence owed to our shareholders, and (v) that the executive officers, board members, The Intertech Group, Inc., NIL Funding Corporation, and First Reserve Energy Infrastructure Fund II, L.P. ("First Reserve")conspired and aided and abetted such breaches of fiduciary duties. The Complaint further alleges various claims against the Jerry Zucker Revocable Trust and First Reserve including, as applicable, claims for breach of fiduciary duties.