Handy & Harman, Ltd.

In re Handy & Harman, Ltd. Stockholders Litigation, C.A. 2017-0882-TMR (Del. Ch.)

This class action arose from a tender offer and merger in which Handy & Harman, Ltd.’s (“H&H”) controlling stockholder, Steel Partners Holdings LP, acquired the remaining 30% of the shares of H&H common stock that it did not already own in exchange for 1.484 shares of newly issued shares of Steel’s publicly traded 6.0% Series A Preferred Shares —consideration worth approximately $32.63 per share of H&H.    

Plaintiff alleged that Defendants breached their fiduciary duties to the Class by causing H&H to be sold to Steel Partners at an unfair price as the result of an unfair process. After significant discovery and motion practice, the action settled in July 2019 for $30 million – or $10.76/share. This 33% premium to the deal price is one of largest sell-side premiums ever achieved for stockholders through Delaware litigation. Then-Vice Chancellor Montgomery-Reeves (now Justice Montgomery-Reeves) granted final approval of the settlement in December 2019.

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