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The Shareholder Forumtm

support for fair value realization

of stock investments in

DBM Global Incorporated

(f/k/a Schuff International Inc.)



Support of Minority Shareholder Interests

The Shareholder Forum had offered to support Appraised Value Rights ("AVR") of DBM (f/k/a Schuff International) minority shareholders in 2014 following a $31.50 per share tender offer by the company's controlling shareholder, HC2 Holdings, Inc., with the stated intent to proceed with a short-form merger "as soon as practicable.”

HC2 acquired DBM shares in the 2014 tender offer and other purchases bringing its total holdings to 92% of outstanding DBM shares, but has not proceeded with a merger. The Forum has continued to support the minority shareholder interests of its AVR participants in this context.



Forum distribution:

Proceeding with forced buyout of minority shareholders


For the HC2 statement of intent to proceed with its merger of Schuff International after an October 29, 2014 open-market transaction to establish more than 90% ownership (Exhibit 99.5), and for current reports of Schuff performance (Exhibits 99.6 and 99.9), see


Source: New York Post, November 3, 2014 article

Falcone ‘steels’ away shares of Schuff International

By James Covert and Kaja Whitehouse

November 3, 2014 | 11:37pm

Phil Falcone

Photo: Stefan Jeremiah


It’s official: Phil Falcone has succeeded with his controversial tactic to take over a small but profitable steel-fabrication company on the cheap.


The hard-charging hedge-fund tycoon disclosed Monday that he has acquired more than 90 percent of Schuff International, whose construction projects have included the University of Phoenix Stadium and attractions at Walt Disney’s Epcot Center.


Under Delaware law, clearing that hurdle will allow Falcone to force remaining shareholders to sell their stock to him — a maneuver known as a “squeeze out.”


Falcone’s fund HC2 cleared the hurdle Oct. 29 through an “open-market transaction” that increased its stake in Schuff to 90.6 percent, the fund said in a Monday securities filing.


“We intend to execute a short-form merger as soon as practicable,” HC2 said in the filing. “Such short-form merger will increase our ownership of Schuff shares to 100%.”


That’s despite protests from some Schuff investors, who have complained that Falcone’s tender at $31.50 severely undervalued the firm.


Schuff shares, traded on the loosely regulated over-the-counter market, have frequently traded above the $31.50 mark in recent months, qualifying Falcon’s tender as a “takeunder.”


Some holdout shareholders still remain unhappy about the deal — so much so that a few s intend to ask a Delaware judge to determine the true value of the stock, a source familiar with the plans told The Post.


The holdouts may even allege that HC2 paid as much as $34 a share — more than the tender price — for a large block of the stock last week in order to get above the 90 percent threshold needed to make the deal final, this person said.


Falcone didn’t respond to requests for comment.


© 2014 NYP Holdings, Inc.



The project supporting investor interests in DBM Global Incorporated (f/k/a Schuff International, Inc.) is being conducted by the Shareholder Forum for the benefit of Participants that have reserved Appraised Value Rights ("AVR") Management, subject to conditions including standard Forum policies that each Participant is expected to make independent use of information obtained through the Forum and that participation is considered private unless the Participant specifically authorizes identification.

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Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.