Twersky Law Group, a highly regarded and reputable law firm based in New York, wishes to inform investors about a significant development in the form of a class action lawsuit against Cornerstone Building Brands, Inc. (“Cornerstone” or “the Company) (NASDAQ: CNR) and certain officers of the company. This lawsuit has been filed on behalf of all individuals and entities that held, purchased, or otherwise acquired Cornerstone securities from May 16, 2022, 2022, through July 25, 2022 (the “Class Period”). Investors who acquired Cornerstone securities during this defined timeframe are strongly encouraged to participate in this case by contacting atara@twerskylawgroup.com. The deadline to file a motion for appointment of lead plaintiff is August 28, 2023.
The fundamental objective of this class action lawsuit is to recover for the benefit of investors who purchased Cornerstone securities during the Class Period, the losses they sustained as a consequence of the misleading statements made by Defendants in violation of the federal securities laws.
ALLEGATIONS TOWARDS CORNERSTONE BUILDING BRANDS, INC.
The Action arises out of the “take-private” Merger announced by the Company on March 7, 2022, and the allegedly false and misleading proxy statement (“Proxy”) issued in connection with the transaction on May 24, 2022. Prior to the Merger, CD&R controlled Cornerstone and its board of directors (“Board”) through CD&R’s ownership of 49% of the Company’s outstanding common stock. Pursuant to an Agreement and Plan of Merger, dated March 5, 2022, CD&R acquired the Cornerstone stock it did not already own for $24.65 per share in cash. The Merger had an enterprise value of approximately $5.8 billion.
As part of the NCI/Ply Gem Merger, CD&R entered into a stockholders agreement (the “2018 Stockholders Agreement”) that gave CD&R the power to appoint directors to Cornerstone’s Board proportionate to the amount of Cornerstone stock CD&R held. The 2018 Stockholders Agreement also contained standstill provisions (the “Standstill Provisions” or “Provisions”) that expressly prohibited CD&R from (i) acquiring, offering or proposing to acquire additional Cornerstone stock or (ii) making any statement, proposal or offer to the Cornerstone Board or its representatives concerning a business combination or merger. The Standstill Provisions were in force when CD&R and Cornerstone negotiated the terms of the Merger.
Defendants allegedly made material misrepresentations and omissions of material facts in the Proxy concerning, among other things: (i) the scope of the Standstill Provisions and the fact that CD&R made actual offers and proposals to acquire Cornerstone, in breach of those Provisions; (ii) the fact that Cornerstone’s financial projections used by its financial advisor in connection with the Merger negotiations were revised downward at CD&R’s direction, which helped to support a lower per share acquisition price; and (iii) Cornerstone’s parallel sales process to divest its metal coil coatings business for $500 million and the Defendants’ failure to account for this sale in the valuation of the Company. The complaint asserts claims under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and Rule 14a-9 promulgated thereunder.
ABOUT CORNERSTONE BUILDING BRANDS, INC.
What does Cornerstone Building Brands, Inc. do?
- Cornerstone Building Brands, Inc. is a manufacturer and supplier of exterior building products in North America. The company provides a comprehensive range of products and solutions for both commercial and residential construction markets.
- Cornerstone Building Brands specializes in manufacturing and distributing products such as metal coatings, metal components, windows, doors, insulated metal panels, metal roofing, and wall systems. Their products are used in various applications, including commercial buildings, industrial facilities, agricultural structures, and residential projects.
How competitive is Cornerstone in the industry?
- Cornerstone Building Brands is the largest manufacturer of exterior building products by sales for residential and low-rise non-residential buildings in North America.
JOIN THIS CASE
It is important to note that a class action lawsuit has already been filed in connection with these allegations. Therefore, for those individuals who suffered financial losses in their investments in Cornerstone during the Class Period, there is a limited opportunity to seek appointment as a lead plaintiff. This process entails requesting the Court to designate them as the primary representative on behalf of the entire class. The deadline for submitting such a request is August 28, 2023. It is important to emphasize that while becoming a lead plaintiff can offer certain advantages, participation in the recovery process and the potential for financial compensation does not mandate serving as a lead plaintiff.
Twersky Law Group, a distinguished legal firm renowned for its attorneys expertise in handling securities fraud class actions and shareholder derivative suits, who have a long-standing track record of successfully recovering significant sums of money for investors nationwide. With an unwavering commitment to seeking justice for their clients, the firm’s attorneys are resolute in pursuing fair compensation on behalf of those affected by alleged securities law violations. As with any legal matter, it is essential to understand that this announcement constitutes attorney advertising. Past case outcomes and results achieved do not guarantee similar outcomes in this particular case.
Investors who believe they may qualify as potential class members in the class action lawsuit against Cornerstone are strongly encouraged to reach out directly to the firm for further information and assistance. The knowledgeable legal professionals at Twersky Law Group stand ready to provide guidance and support to investors seeking to protect their rights and pursue the recovery they deserve.
ABOUT US
For more information as well as to join this case please contact Atara Twersky, Esq. at atara@twerskylawgroup.com. Atara is Principal at Twersky Law Group and of counsel at AF&T Law Firm where she is director of Investor Services. Atara focuses her practice on assisting her clients with increasing their investment portfolio recoveries and ensuring that their portfolios remain healthy and robust. For more information on shareholder recoveries, listen to Atara ’s Pension and Investments Podcast with notable guests in the pension fund Industry that discusses various matters relating to investment portfolios. For more information on Atara and her legal work pertaining to shareholder protection click here.
