Tokyo Electron and FSI International defeat shareholder efforts to enjoin acquisition and Tokyo Electron obtains dismissal

Client(s) Tokyo Electron Limited

Jones Day represents Tokyo Electron in state and federal litigation filed in Minnesota by shareholders of FSI International arising out of Tokyo Electron's tender offer to acquire FSI for $6.20 per share. The shareholders asserted breach of fiduciary duty and aiding and abetting claims against FSI, its directors, and Tokyo Electron, and sought to enjoin the completion of the tender offer.

On September 18, 2012, the United States District Court for the District of Minnesota denied the federal plaintiffs' motion for a temporary injunction. And, on September 21, 2012, the First Judicial District, Carver County similarly rejected the state plaintiffs' efforts to enjoin the tender offer. The tender offer closed on October 11, 2012, and a short form merger was accomplished the following day, making FSI a subsidiary of Tokyo Electron.

The federal plaintiff voluntarily dismissed his action on October 23, 2012. On April 17, 2013, following a hearing, the state court granted Tokyo Electron's motion to dismiss and dismissed the claims against it with prejudice.

In re FSI International, Inc. Shareholder Litig., Lead Case No. 10-cv-12-1118 (1st Judicial District, Carver Cty., Minn.); Calleros v. FSI International, Inc., Civ. No. 12-cv-02120-RHK-AJB (D. Minn.)