A second lawsuit has been filed over the proposed buyout of outstanding USANA Health Sciences Inc. common stock.
Max J. Silberman, of Ohio, filed the lawsuit Tuesday in 3rd District Court against USANA and several individuals and organizations trying to buy the outstanding shares.
Like a lawsuit filed earlier this month, Silberman's complaint seeks to attain class-action status for affected shareholders and to stop the merger.
A group of investors, led by USANA chairman and chief executive officer Myron Wentz, wants to buy the outstanding shares for $26 per share. Gull Holdings Ltd. and Unity Acquisition Corp. said in May that they would make a tender offer to acquire outstanding USANA shares at that price in a move to take the company private. Wentz controls Gull, and Gull and its affiliates control about 68 percent of USANA common stock.
Both lawsuits claim the defendants violated their fiduciary duties by failing to maximize shareholder value and by withholding certain information. Both complaints also say the proposal is unfair because it is below the stock's value.
"The squeeze-out involves both unfair process and unfair price," Silberman's lawsuit states, noting that USANA stock has "frequently" topped $26 per share. The move is an attempt to "force the minority shareholders of the company, at a grossly unfair and inadequate price" and "by coercive means," it said.
The lawsuits' plaintiffs aren't the only ones to agree that the $26 price is inadequate. Last week, a special committee of the USANA board urged a rejection of the offer, after unanimously determining it to be "inadequate and not in the best interests of USANA's shareholders." In reply, Gull and Unity Acquisition on Monday reaffirmed their $26-per-share offer.
Salt Lake City-based USANA develops and manufactures nutritional, personal-care and weight-management products. The company's stock rose 4 cents Wednesday to close at $26.18. During the past year, the price has ranged from $18.18 to $51.50.
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