Allied Defense Group


IN RE ALLIED DEFENSE GROUP: CONSOLIDATED SHAREHOLDERS LITIGATION : C.A. No. 5242-CC

These consolidated actions are class actions brought in the Delaware Court of Chancery on behalf of shareholders of The Allied Defense Group, Inc. ("ADG" or the "Company") seeking injunctive and other appropriate relief for breaches of fiduciary duty by Defendants ADG, and its Board of Directors (the "Board"), in their attempt to sell the Company to Chemring Group PLC ("Chemring") through an insufficient process and for an inadequate price.

On January 19, 2010, ADG issued a press release announcing that the Company had unanimously approved a merger agreement under which Chemring, would acquire ADG for approximately $7.25 per share in a deal valued at approximately $59 million (the "Proposed Transaction"). The complaints allege claims for breach of fiduciary duty in relation to the Proposed Transaction.

On February 23, 2010, ADG filed the Preliminary Proxy which purports to set forth all relevant and material information necessary for ADG's stockholders to evaluate the Proposed Transaction. The Preliminary Proxy omits material information leaving ADG shareholders without the information required to allow them to make an independent assessment of fair value and to understand how the Board arrived at its conclusion that the Proposed Transaction is fair.

On March 3, 2010, plaintiffs filed a First Amended Consolidated Complaint against the Defendants for breach of fiduciary duty in relation to the Proposed Transaction.

Abbey Spanier serves as Co-Lead Counsel for the ADG shareholders.