McDermott International, Inc. (NYSE: MDR)
According to the Complaint, McDermott International, Inc. (“McDermott” or the Company) purports to provide engineering, procurement, construction, and installation and technology solutions to the energy industry. McDermott purportedly designs and builds infrastructure and technology solutions to transport and transform oil and gas into a variety of products.
On September 20, 2019, McDermott announced in a press release its recent receipt of unsolicited approaches to acquire Lummus Technology, McDermott’s industry leading technology business with a valuation exceeding $2.5 billion. McDermott told investors that it was “exploring strategic alternatives to unlock the value of Lummus Technology,” that the “process of exploring strategic alternatives is part of our ongoing efforts intended to improve McDermott’s capital structure,” and “we plan to use the proceeds from any transaction involving Lummus Technology to strengthen our balance sheet.” These disclosures received widespread attention and the price for McDermott common stock increased 50% in premarket trading to close on that day at $2.01 per share, up 27.22%.
The Complaint alleges that the disclosures were materially misleading, that there was not any plan for a near-term sale of Lummus Technology to strengthen McDermott’s balance sheet and that the disclosures were made as part of a scheme to artificially inflate the market price of McDermott’s common stock, calm the market and allow the Company to negotiate a prepackaged Chapter 11 bankruptcy restructuring plan.