MINNEAPOLIS, March 18, 2004 (PRIMEZONE) -- The talk in Marshall, Minnesota today isn't about the price of corn or the latest snowfall. This morning, they're talking about how some local farmers are standing up to corporate misconduct. And so far, they are holding their own.
Former unit holders in Minnesota Corn Processors took legal action on April 23, 2003, on what was touted as a $400 million deal between Archer Daniels Midland (NYSE:ADM) and Minnesota Corn Processors (MCP). During the merger process, numerous MCP unit holders raised questions, asking why the process was being so rushed; whether ADM's offer was fair; who might receive special compensation for the sale; and why the Officers were pushing a sale, when only months earlier the CEO walked into the shareholder meeting, accompanied by background music, announcing, "I feel good."
But, according to the lawsuit, the Officers refused to answer those questions directly. In fact, some Directors who raised such questions were forced out of meetings, threatened with lawsuits and ridiculed publicly.
After the merger, many in Marshall still wondered if they had been betrayed in this whole process -- not by the Decatur conglomerate, ADM, but by their own MCP Officers.
So, they took action. The shareholders filed a lawsuit, alleging that the merger was railroaded through, in an unfair process, resulting in an unfair price. The case was assigned to the Honorable John Rodenberg, Fifth Judicial District Court Judge. Within months of the case being filed, on July 29, 2003, the Officers asked the Court to dismiss the case. Their request was denied. The Court ordered that the case would proceed. The next legal hurdle was to have the case certified as a class action so all unit holders' claims could be addressed affordably and in one proceeding. The Officers asked the Court to deny class certification. After weeks of deliberation, on March 18, 2004, the Court Order announced that the case would proceed as a class action. The Officers' request was denied.
In its ruling, the Court noted, "Plaintiffs allege that Defendants breached fiduciary duties to all shareholders by diverting shareholder value to Defendants' personal gain. The breach alleged by Plaintiffs, if proven, would have affected all MCP Class A shareholders in the same manner. Consideration that should have been paid to the shareholders was instead, according to Plaintiffs, wrongfully diverted by Defendants to their personal use."
According to one of the Class Representatives, Doug Albin, "We weren't looking to become rich; we were just asking for a fair price and honest information."
According to the Court's Order, the Parties must issue a Class Notice to every unit holder whose shares were sold in the ADM merger. Additionally, the Court commented that the class definition might be expanded in the future to reach to the MCP Directors who also were denied access to meaningful information and experienced financial losses due to the alleged misconduct. Asked about the impact on the case, attorney Robert Moilanen observed, "It is heartening to read the Court's thoughtful decision. In reality, this decision will not impact our schedule. We had depositions with ADM officials this past week in Decatur, have had ten days of depositions in Marshall, we go to Houston next week for a deposition and will be deposing MCP's General Counsel the following week. But, we have to acknowledge, this is an extremely important decision; it definitely gives you a second wind."
The former MCP unit holders are represented by Minnesota law firm, Zimmerman Reed. Attorneys who can be contacted on these issues are: Robert C. Moilanen (rcm@zimmreed.com), Carolyn G. Anderson (cga@zimmreed.com) and Timothy J. Becker (tjb@zimmreed.com)