MILWAUKEE, Sept. 27, 2013 (GLOBE NEWSWIRE) -- We are investigating the Board of Directors of Zoltek for possible breaches of fiduciary duty and other violations of state law in connection with the sale of Zoltek to Toray.
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Zoltek's long-term financial outlook is very positive and yet Zoltek shareholders will receive only $16.75 for each share of Zoltek common stock. Toray is well aware of Zoltek's improving financial metrics and is purchasing Zoltek at a substantial discount. The merger agreement unreasonably limits prospective bids for Zoltek by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Zoltek receive and accept a superior bid. Zoltek insiders, their affiliates and other majority shareholders own significant stock of Zoltek, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of Zoltek not necessarily in the best interests of non-insider shareholders. In light of these facts, our investigation centers on the conduct of Zoltek's Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Zoltek given its current financial condition and prospects.
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CONTACT: Ademi & O'Reilly, LLP Guri Ademi 3620 East Layton Ave. Cudahy, WI 53110 Toll Free: (866) 264-3995 Fax: (414) 482-8001 www.ademilaw.comSource:Ademi & O'Reilly, LLP