Delaware Chancery Court Approves $10 Million Settlement of Sauer Danfoss Class Action
On June 19, 2017, Vice Chancellor J. Travis Laster of the Delaware Chancery Court approved in full the $10 million settlement resolving shareholder litigation over the acquisition of Sauer Danfoss, Inc. by Danfoss A/S, its majority stockholder, in 2013. The cash settlement of $10 million, reached less than one month before the trial in the litigation was scheduled to begin, increased the amount that Sauer-Danfoss stockholders received through the tender offer and merger by over 85¢ per Sauer Danfoss share. At the June 16, 2017 Settlement Hearing, Vice Chancellor Laster stated that approval was an easy call: “This is as straight down the middle of the fairway a settlement as you could get,”
Vice Chancellor Laster also approved the requests for legal expenses, attorneys’ fees, and a $5,000 incentive award for the named plaintiff in the case. Vice Chancellor Laster stated, with respect to the fee request, that “I think you’ve done a nice job of not being greedy or aggressive,” and with respect to the requested expenses, that “You all put in a lot of freight and that’s not the type of freight one could expect you to carry.”
Sauer-Danfoss common stockholders who either tendered their shares of Sauer-Danfoss common stock between March 15, 2013 and April 11, 2013 in response to Danfoss’s tender offer, or had their shares of Sauer-Danfoss common stock converted as part of the short-form merger that occurred on April 12, 2013, must submit a claim form by September 14, 2017 to participate in the Settlement. Copies of the claim form and other relevant documents and information concerning the Settlement are available at www.sauerdanfosssettlement.com.
Wolf Popper LLP was one of the court-appointed co-lead counsel in this litigation. Chet B. Waldman, Joshua W. Ruthizer, and Sean M. Zaroogian prosecuted the action from Wolf Popper.
Court Schedules Hearing to Consider $10 Million Proposed Settlement for Sauer-Danfoss Stockholders
The Court of Chancery of the State of Delaware has scheduled a hearing for June 16, 2017 at 2:00 p.m. to consider the proposed $10 million settlement for the Sauer-Danfoss, Inc. common stockholders who either tendered their shares of Sauer-Danfoss common stock between March 15, 2013 and April 11, 2013 in response to the tender offer for those shares launched by Danfoss, or had their shares of Sauer-Danfoss common stock converted as part of the short-form merger that occurred on April 12, 2013. The proposed settlement resolves a lawsuit over whether Danfoss and the former Board of Directors of Sauer-Danfoss breached fiduciary duties owed to Sauer-Danfoss stockholders in connection with the tender offer and merger.
Wolf Popper Defeats Defendants’ Motions for Summary Judgment in Sauer-Danfoss Litigation
On January 22, 2016, Vice Chancellor Laster of the Court of Chancery of the State of Delaware denied Defendants’ motions for summary judgment. Vice Chancellor Laster agreed with Plaintiffs and ruled that questions of fact existed concerning the valuation of Sauer-Danfoss and whether the Special Committee and its advisor acted properly in lowering the financial projections prepared by Sauer-Danfoss management. Vice Chancellor Laster also granted Plaintiffs’ motion for summary judgment and ruled that the transaction will be reviewed under the exacting entire fairness standard, where both fair price and fair process must be established for Defendants to avoid liability. Wolf Popper is co-lead counsel in this litigation.
Court Denies Motion To Dismiss Litigation Challenging Buyout Of Sauer-Danfoss
Wolf Popper is Co-Lead Counsel in the In re Sauer-Danfoss Stockholder Litigation, pending before the Court of Chancery of the State of Delaware. On April 12, 2013, Danfoss A/S, which prior to that date owned approximately 75% of the common stock of Sauer-Danfoss, completed its acquisition of Sauer-Danfoss through a tender offer and short-form merger. The Amended Class Action Complaint against Danfoss, Sauer-Danfoss, and the Board of Directors of Sauer-Danfoss (the "Board") alleges that Danfoss's $58.50 per share tender offer for the publicly held minority shares of Sauer-Danfoss common stock was for an unfair price that undervalued Sauer-Danfoss, and was completed through an unfair process, in breach of the fiduciary duties of Danfoss and the Board to the public minority shareholders of Sauer-Danfoss. On November 13, 2013, Vice Chancellor J. Travis Laster issued an order denying in full the Defendants' motion to dismiss the complaint. The parties are conducting discovery.
For further information about this case, please contact the following attorneys:
Chet B. Waldman
Joshua W. Ruthizer