Shareholders File Lawsuit Over Micro D Buyout Bid

Micro D and its largest shareholder, Ingram Industries of Nashville, Tenn., are being sued by a shareholder group in connection with Ingram’s proposed $37-million takeover of the Santa Ana computer products distributor.

The class-action suit, filed in Superior Court in Santa Ana, seeks to block Ingram’s $12.50-per-share cash offer to acquire the 41% of Micro D that the Tennessee firm doesn’t already own. The suit claims that Ingram’s merger offer is unfair to Micro D shareholders.

“They are saying that the price is inadequate, which is something our directors have already determined,” said Godfred P. Otuteye, Micro D’s senior vice president.

The suit was filed after Micro D’s three outside directors rejected the offer as inadequate on Dec. 20, Otuteye said.

Ingram has not replied to Micro D’s rejection of the offer.

The suit was filed by Phyllis Miller and Jonathan and Leslie Abbey, on behalf of other Micro D shareholders. The three own a combined total of 800 shares of Micro D stock, Otuteye said.

The suit seeks to block the merger offer or to recover damages if Micro D is sold, Otuteye said.

He said Micro D is reviewing the allegations in the suit.

Micro D is the nation’s largest wholesaler of personal computer software and related products. Ingram is a private holding company that distributes personal computer products, videotapes and books, and operates an inland marine transportation company.