February 02, 2015
On December 29, 2014, Weil secured a significant victory on behalf of ATMI, Inc. (ATMI) and its board of directors (the Board), which had been named as defendants in a putative shareholder class action challenging a $1.15 billion merger between ATMI and a wholly-owned subsidiary of Entegris, Inc. (Entegris). Connecticut Superior Court Judge Salvatore C. Agati granted motions to strike all of the claims asserted against the Board, ATMI and Entegris.
On February 4, 2014, the Board announced that ATMI had entered into a merger agreement pursuant to which a subsidiary of Entegris would acquire all of the outstanding stock of ATMI for $34.00 per share cash. Shortly thereafter, two complaints were filed by ATMI stockholders against the Board, ATMI, and Entegris in the Connecticut Superior Court, alleging, among other things, that the Board had breached its fiduciary duties of care and loyalty by agreeing to sell the company for an inadequate price and pursuant to an inadequate sale process and by failing to disclose material information to ATMI stockholders concerning the merger. Plaintiffs also alleged that ATMI and Entegris aided and abetted the Board in breaching its fiduciary duties.
On April 15, 2014, ATMI’s stockholders voted overwhelmingly in favor of the merger, which then closed on April 30, 2014. Oral argument on the motions to strike was held on December 15, 2014. In its December 29, 2014 decision, the Connecticut Court granted the motions in their entirety.
The Weil team representing ATMI and its Board included Co-Head of Weil’s Securities Litigation practice, John Neuwirth, partner Joshua S. Amsel, and associates Evert J. Christensen, Jr., Matthew S. Connors, and Ellen Shapiro.