Some people who invested in Force Protection, the Summerville-based company that makes armored trucks to protect troops from roadside bombs, want to stop its $360 million merger with defense giant General Dynamics, but they have only a few weeks to do it.
A flurry of lawsuits, including three locally and several more in Nevada, allege that the proposed deal puts Force Protection executives' pockets ahead of the interests of shareholders. The proposed deal amounts to $5.52 a share, a price that some insiders say undercuts the company's value.
A former Rhodesian Special Air Service officer founded Force Protection in the 1990s on the former Navy base.
The company ballooned from a $10 million business with 200 workers in 2004 to a $1.3 billion industry with 2,000 employees just three years later, but not without growing pains that left lasting financial strains on some who invested in it.
If the merger moves forward as planned, General Dynamics subsidiary Falcon Corp. will acquire all outstanding Force Protection shares by Dec. 16. That sets a tight time line into motion for investors who want to fight the deal.
Attorneys for those investors, Force Protection and General Dynamics head to court today for a judge to consider a request to speed up the case.
The structure of the proposed merger comes with an opportunity for an accelerated transaction without a shareholder vote. Local lawsuits said the deal comes off "both rushed and hopelessly tainted" because of unresolved lawsuits against several Force Protection board members.
The company this year agreed to a $24 million settlement on another shareholder lawsuit from 2008 alleging that former top executives, who had made tens of millions of dollars in stock trades before resigning, failed to warn them about vehicle delays or a flawed accounting system.
Separate lawsuits remain active that allege wrongdoing by board members and a resulting loss of $23 million to $63 million to insider trading.
The lawsuits aimed at stopping the merger allege that the deal lets General Dynamics capitalize on Force Protection's business prospects, while possibly eliminating the lawsuits against Force Protection executives.
General Dynamics agreed to protect board members in their ongoing case.
That translates to an incentive to agree to General Dynamics' "rushed, low-ball offer" instead of the $425 million price previously discussed, the new lawsuits said. The investors' lawsuits seek to stop the merger until the perceived conflict of interest is wiped clean and Force Protection seeks the highest possible price from bidders.
The lawsuits noted that Force Protection chief executive Michael Moody stands to lose or gain the most from the merger. Moody must answer to the lawsuits alleging wrongdoing, but he stands to claim a payout of $2.3 million from the merger or a $3.1 million "golden parachute" if he leaves the company following the deal, according to court documents.
When asked during a recent conference call whether Force Protection sought other potential buyers, Moody declined to answer.
Attorneys for Force Protection and General Dynamics declined to comment on the cases.