SOURCE: Brower Piven, A Professional Corporation

February 16, 2011 17:56 ET

Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of All American Group, Inc. by H.I.G. All American, LLC

STEVENSON, MD--(Marketwire - February 16, 2011) - The law firm of Brower Piven, A Professional Corporation, announces that a class action lawsuit has been commenced in the United States District Court for the Northern District of Indiana on behalf of all shareholders of All American Group, Inc. ("All American Group") (PINKSHEETS: COHM).

The complaint alleges violations of state law by the Board of Directors of All American Group relating to the proposed acquisition of the company by H.I.G. All American ("H.I.G."). The complaint asserts that All American Group's Board of Directors breached their fiduciary duties by failing to maximize shareholder value, among other things.

On November 8, 2010, the complaint states, All American Group announced that it had entered into a merger agreement with H.I.G. pursuant to which H.I.G., through All American Group Holdings, LLC and All American Acquisition Corporation, will acquire the remaining outstanding shares of the company not already owned by H.I.G. for $0.20 per share (the "Proposed Transaction"). In addition, upon the closing of the Proposed Transaction, the company's Specialty Vehicle business will be offered for sale. The complaint alleges that the consideration of $0.20 per share is grossly inadequate and represents an attempt by H.I.G. to squeeze out the minority shareholders of All American Group at an unfair price and at a time when the stock price of the company is trading at historically low levels. The complaint asserts that the book value of the company is $0.91 per share, more than four times the amount of the Proposed Transaction consideration. In addition, the complaint states that H.I.G. is attempting to use the company's recent liquidity concerns to purchase the company at an unfairly low price. In fact, the complaint alleges that while the company had found possible alternatives to solve its liquidity issues, H.I.G., as controlling shareholder, used its power and influence over the company to ensure that the company could not exercise such alternatives. Moreover, the complaint alleges that the Board of All American Group and the special committee failed to inform themselves of the value of the company before agreeing to approve the Proposed Transaction. The complaint also asserts that the vote of the minority shareholders to approve or reject the Proposed Transaction has been rendered meaningless because the merger must only be approved by the "affirmative vote of the majority of the outstanding shares." Finally, two of the officers and/or directors of All American Group will be secured positions after the merger.

If you are a current owner of shares of All American Group, you may obtain additional information about this lawsuit by contacting Brower Piven at, by email at, by calling 410/415-6616, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower Piven have combined experience litigating securities and class action cases of over 60 years. If you choose to retain counsel, you may retain Brower Piven without financial obligation or cost to you, or you may retain other counsel of your choice. You need take no action at this time to be a member of the class.

Contact Information

    Charles Piven
    Brower Piven, A Professional Corporation
    Stevenson, Maryland
    Email Contact