HTCH Hutchinson Technology Incorporated (MM)

Gainey McKenna & Egleston announces that a class action lawsuit has been filed against Hutchinson Technology Incorporated (“Hutchinson Technology” or the “Company”) (Nasdaq:HTCH) in the United States District Court for the District of Minnesota on behalf of unitholders of Hutchinson Technology who held (and continue to hold) Hutchinson Technology securities acquired on or before November 2, 2015. 

On November 2, 2015, Hutchinson Technology entered into a Purchase Agreement and Plan of Merger (“Merger Agreement”) under which TDK Corporation (“TDK’) will acquire all of the outstanding units of Hutchinson Technology through a newly formed subsidiary of Hydra Merger Sub, Inc.  The unit-for-unit transaction is valued at approximately $221 million. The transaction and vote are expected to occur in the first quarter of 2016.

The Complaint alleges the Merger Agreement includes a non-solicitation and matching rights provisions which essentially ensures that a superior bidder will not emerge, as any potential suitor will undoubtedly be deterred from expending the time, cost, and effort of making a superior proposal while knowing that TDK can easily foreclose a competing bid.  The Complaint further alleges that the preliminary proxy statement (the “Proxy”) filed with the Securities and Exchange Commission (“SEC”) on November 23, 2015 provided materially incomplete and misleading disclosures, thereby violating Sections 14(a) and 20(a) of the Exchange Act.  Complaint further alleges that the Proxy denies Hutchinson Technology’s unitholders material information concerning the financial and procedural fairness of the Merger.

If you wish to serve as lead plaintiff, you must move the Court no later than February 16, 2016.  A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation.  If you wish to join the litigation, or to discuss your rights or interests regarding this class action, please contact Thomas J. McKenna, Esq. or Gregory M. Egleston, Esq. of Gainey McKenna & Egleston at (212) 983-1300, or via e-mail at tjmckenna@gme-law.com or gegleston@gme-law.com.

Please visit our website at http://www.gme-law.com for more information about the firm.