The information contained on this website is only a summary of information presented in more detail in the Notice of Pendency and Proposed Settlement of Class Action ("Notice"), which you can access by clicking here. Because this website is just a summary, you should review the Notice for additional details.
Purpose of the Notice
The purpose of the Notice is to inform you of the proposed settlement (the “Settlement”) of the above-captioned lawsuit (the “Action”) pending in the Court of Chancery of the State of Delaware (the “Court”).
Pursuant to the Settlement, Plaintiff Firefighters’ Pension System of the City of Kansas City, Missouri Trust (“Plaintiff”), individually and on behalf of the Settlement Class, and Defendants FBM, Ruben D. Mendoza (“Mendoza”), Matthew J. Espe (“Espe”), Fareed A. Khan (“Khan”), James F. Underhill (“Underhill”), Chris Meyer (“Meyer”), Rafael A. Colorado (“Colorado”), Chad R. Lewis (“Lewis”), Chase Hagin (“Hagin”), Maureen Harrell (“Harrell”), Evercore Group L.L.C. (“Evercore”), RBC Capital Markets, LLC (“RBC”), ASP Flag Intermediate Holdings, Inc. (“ASP Flag”), LSF9 Cypress Parent 2 LLC (“Cypress”), and Lone Star Fund IX (U.S.), L.P. (“Fund IX”) (collectively, the “Defendants” and together with Plaintiff, the “Parties”), have applied pursuant to Court of Chancery Rule 23(f) for an order approving the proposed global settlement of the Action, in accordance with the terms and conditions of the Stipulation.
The Action arises out of the Merger of FBM and a subsidiary of American Securities LLC (“American Securities”), which was agreed upon on November 14, 2021. Plaintiff asserted claims on behalf of itself and a class of former FBM stockholders in a complaint that alleged: (i) that FBM, the Lone Star Defendants (i.e., Cypress and Fund IX, together with Myer, Colorado, Lewis, Hagin, and Harrell),1 Mendoza, the Special Committee Defendants (i.e., Espe, Kahn, and Underhill),2 American Securities, and ASP Flag violated FBM stockholders’ appraisal rights under 8 Del. C. § 262; (ii) that the Lone Star Defendants and Mendoza breached their fiduciary duties to FBM’s stockholders in connection with the Merger; (iii) that the Special Committee Defendants breached their fiduciary duties to FBM’s stockholders in connection with the Merger; (iv) that Evercore aided and abetted the Special Committee Defendants’ breaches of their fiduciary duties; (v) that RBC aided and abetted the Lone Star Defendants’ and Mendoza’s breaches of their fiduciary duties; and (vi) that American Securities and ASP Flag aided and abetted the Lone Star Defendants’, Mendoza’s, and the Special Committee Defendants’ breaches of their fiduciary duties. The claims for violating FBM stockholders’ appraisal rights were subsequently dismissed as to all Defendants except FBM and ASP Flag, and the claims for aiding and abetting against American Securities and ASP Flag were subsequently dismissed.
The Settlement resolves the remaining actual and potential claims against all Defendants. In consideration of the Settlement, a total of $26 million in cash will be deposited into an interest-bearing account and, following approval of the Settlement, will be distributed to the Settlement Payment Recipients directly, according to the Plan of Allocation (defined in the Notice). The reasons for the Settlement are set forth in Section VIII within the Notice.
This Notice describes the rights you may have under the Settlement and what steps you may, but are not required to, take in relation to the Settlement. Please read the Notice carefully.
If the Court approves the Settlement, Plaintiff and Defendants will ask the Court at the Settlement Hearing to enter a judgment dismissing the Action with prejudice as to Defendants.
If you are a member of the Settlement Class, you will be bound by any judgment entered in the Action. You may not opt out of the Settlement Class.
If you have questions, you may call the Foundation Building Materials, Inc. Stockholder Litigation Help Line at 1-877-719-8311 or email info@fbmstockholderlitigation.com
1 Cypress and Fund IX, together with Meyer, Colorado, Lewis, Hagin, and Harrell, constitute the “Lone Star Defendants.”
2 Espe, Khan, and Underhill are collectively referred to herein as the “Special Committee Defendants.”