RDO Equipment last week announced that one of its stockholders filed a complaint as a class action in the Court of Chancery for the State of Delaware against it and all of its directors. The complaint alleges breach of fiduciary duty by RDO Equipment’s directors in connection with the proposed tender offer by Ronald Offutt, RDO Equipment’s chairman of the board and CEO. The complaint seeks injunctive relief to enjoin the proposed tender offer and damages. RDO Equipment believes the complaint is without merit and plans to vigorously defend its position.
RDO Equipment also announced that Offutt indicated to the company that he plans to cause RDO Tender Co., an acquisition entity he intends to form, to commence the proposed tender offer by filing tender offer materials with the Securities and Exchange Commission and mailing such materials to the RDO Equipment stockholders on or about April 28, 2003.
Offutt stated that this delay from the previously announced timing of the offer will permit RDO Equipment to file its annual report on Form 10-K for the fiscal year ended Jan. 31, 2003 with the SEC and distribute to stockholders at or about the same time as the tender offer materials are filed and distributed to stockholders. RDO Equipment stockholders will then have an opportunity to review this information prior to being required to determine whether to tender their Class A shares in the offer.