Elecsys Corporation Shareholder Litigation
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Welcome to the Elecsys Corporation Shareholder Litigation Website

This website has been established to provide general information regarding the Elecsys Corporation ("Elecsys" or the "Company") Shareholder Litigation. The capitalized terms used on this website and not defined herein shall have the same meanings ascribed to them in the Stipulation and Agreement of Compromise, Settlement and Release (the "Stipulation") executed June 11, 2015.

This case is currently pending before Judge Paul Gurney in the District Court of Johnson County, Kansas (the “Court”).

On November 4, 2014, Elecsys and Lindsay Corporation announced that they had entered into an Agreement and Plan of Merger (the "Merger Agreement") as of that date, pursuant to which Lindsay Corporation, through its wholly-owned subsidiary Matterhorn Merger Sub, Inc. (together with Lindsay Corporation, "Lindsay Corporation") would acquire all of the outstanding shares of Elecsys common stock for per-share consideration of $17.50 in cash (the "Merger").

On November 12, 2014, November 26, 2014, and December 11, 2014, three putative stockholder class action complaints were filed in the Tenth Judicial District Court, Johnson County, Kansas, each asserting claims against Stan Gegen, Karl B. Gemperli, Laura L. Ozenberger, George B. Semb, and Robert D. Taylor (collectively, the "Individual Defendants") and Elecsys, and two of which additionally asserted claims against Lindsay Corporation.

On November 24, 2014, the Company filed with the United States Securities and Exchange Commission (the "SEC") a Preliminary Proxy Statements with respect to the Merger. And, on December 23, 2014, the Company filed with the SEC a Definitive Proxy Statement on Schedule 14A (the "Definitive Proxy") with respect to the Merger.

On December 5, 2014, Plaintiff Stein filed an Amended Class Action Complaint against the Defendants, which included additional allegations that the Individual Defendants failed to disclose material information in the Preliminary Proxy.

On December 18, 2014, the Plaintiff in each of the three actions (Shiva Y. Stein, Steven Latoski, and Fred

Raleigh, respectively) filed a motion to consolidate the actions and to appoint Pomerantz LLP, Rigrodsky & Long, P.A., and Levi & Korsinsky LLP as co-lead counsel for Plaintiffs and for the appointment of Kenner Nygaard DeMarea Kendall LLC as liaison counsel for Plaintiffs.

Beginning on December 23, 2014, Defendants and Elecsys' financial advisor produced, and Plaintiffs reviewed, confidential documents during the course of expedited discovery, including Board minutes, presentations given to the special committee of the Board (the "Special Committee") by its financial advisor, correspondence, financial forecasts, and projections.

On December 29, 2014, Plaintiffs' counsel sent a letter to Defendants' counsel, demanding certain relief in connection with the Merger, including additional disclosures which Plaintiffs believed Elecsys stockholders needed to cast a fully informed vote on the Merger and also to ascertain whether to exercise their appraisal rights under Kansas law.

On January 7, 2015, the Court granted the motion by Plaintiffs to consolidate the three actions and to appoint Pomerantz LLP, Rigrodsky & Long, P.A., and Levi & Korsinsky LLP as co-lead counsel for Plaintiffs and for the appointment of Kenner Nygaard DeMarea Kendall LLC as liaison counsel for Plaintiffs, and designating the Amended Class Action Complaint in the Stein action as the operative complaint for the consolidated action. That same day, the Court also entered the parties' Proposed Stipulation and Order Governing the Production and Exchange of Confidential Material.

Each of the actions and the consolidated action (hereinafter collectively referred to as the "Action") allege that the members of the Board of Elecsys — the Individual Defendants — breached their fiduciary duties owed to the Company and to Elecsys' stockholders by carrying out a process that the Plaintiffs allege did not ensure adequate and fair consideration to Elecsys stockholders and by omitting information from the Definitive Proxy alleged to be material to stockholders. Two of the actions also asserted aiding and abetting claims against Lindsay Corporation and Matterhorn Merger Sub, Inc., but Plaintiffs voluntarily dismissed those defendants from the case on January 14, 2015.

From December 29, 2014 through January 14, 2015, Defendants and Plaintiffs, through their counsel, engaged in extensive arm's-length negotiations concerning a potential resolution of the Action. After these discussions, Plaintiffs and Defendants agreed to the terms of a settlement (the "Settlement") of the Action.

On January 14, 2015, the Plaintiffs and Defendants, through their counsel, entered into a Memorandum of Understanding (the "MOU") setting forth their agreement regarding the terms of the Settlement, which included, among other things, an agreement by Defendants to make certain additional disclosures which Plaintiffs believed Elecsys stockholders needed to cast a fully informed vote on the Merger, and an agreement by Defendants to provide additional reasonable confirmatory discovery sufficient for Plaintiffs' counsel and Plaintiffs to confirm the fairness and adequacy of the terms of the Settlement, including a deposition of a representative of the financial advisor for the Special Committee, and a deposition of a member of Elecsys' Board of Directors.

On January 15, 2015, Elecsys filed a Form 8-K with the SEC announcing the signing of the MOU, and, in connection with the MOU, also filed Definitive Additional Materials on Schedule 14A containing supplementary proxy materials.

On January 22, 2015, at the Special Meeting of Elecsys' stockholders, stockholders voted to approve the Merger.

The Merger was consummated that day.

On February 12 and March 5, 2015, Plaintiffs' counsel conducted confirmatory discovery depositions of John Hense of Country Club Capital Advisors and of defendant Robert Taylor.

In consideration for the full settlement and dismissal with prejudice of the Action and release of any and all Settled Claims (as defined below), the Parties agreed to the additional disclosures concerning the Merger set forth in the Schedule 14A filed by Elecsys with the SEC on January 15, 2015. This document contains previously undisclosed information concerning the process that led up to the Merger and the financial analyses performed by the Elecsys Board's financial advisors in connection with their fairness opinion concerning the Merger, and is available here.

Although the information in this website is intended to assist you, it does not replace the information contained in the Notice of Pendency of Class Action, Proposed Settlement of Class Action, Settlement Hearing and Right to Appear which can be found and downloaded by clicking on the Case Documents tab above. We recommend that you read the Notice and other relevant case documents carefully.