U.S. Securities and Exchange Commission
Litigation Release No. 22099 / September 19, 2011
Securities and Exchange Commission v. One or More Unknown Purchasers of Securities of Global Industries, Ltd., 11 Civ. 6500 (S.D.N.Y.) (filed September 16, 2011)
Court Freezes Assets Linked to Suspicious Securities Purchases Ahead of Global Industries, Ltd. Acquisition Announcement
On September 16, 2011, the U.S. District Court for the Southern District of New York entered a Temporary Restraining Order freezing assets and trading proceeds of certain unknown purchasers of the securities of Global Industries, Ltd. (the “Unknown Purchasers”). The Commission filed a complaint alleging that the Unknown Purchasers engaged in illegal insider trading in the days preceding the September 12, 2011 public announcement that Technip SA (“Technip”), a French company, and Global Industries, Ltd. (“Global”) had entered into an agreement pursuant to which Technip would offer to acquire all of the outstanding common stock of Global for $8.00 per share, a 55% premium over the closing price of Global common stock on the trading day preceding the public announcement. The Commission’s complaint alleges that the Unknown Purchasers engaged in insider trading, thereby violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The complaint seeks permanent injunctive relief, the disgorgement of all illegal profits, and the imposition of civil money penalties.
The Commission’s complaint alleges that on September 8 and 9, 2011, the Unknown Purchasers bought a total of 685,840 shares of Global common stock through an omnibus account in the name of Raiffeisen Bank International AG Vienna, Austria, at Brown Brothers Harriman & Co., at share prices ranging from $5.14 to $5.39. These purchases accounted for 8.6% and 11.9%, respectively, of the total volume of Global trading on each of those days. The closing price for Global common stock on September 9 was $5.15 per share. On the next trading day, September 12, before the U.S. markets opened, the public announcement of the Global buy-out was made. Following the public announcement, Global shares opened at $7.77. The Unknown Purchasers sold all 685,840 shares of Global on September 12 at prices ranging from $7.77 to $7.80 per share, realizing a profit of approximately $1,726,809.
The U.S. District Court for the Southern District of New York issued a Temporary Restraining Order freezing the assets relating to the trading; requiring the Unknown Purchasers to identify themselves, imposing an expedited discovery schedule, and prohibiting the defendants from destroying documents.
The Commission acknowledges the Office of Fraud Detection and Market Intelligence of the Financial Industry Regulatory Authority (“FINRA”) for its assistance in this investigation.