According to the complaint filed on June 21, 2010, pursuant to the Merger Agreement, each share of ATS common stock was proposed to be exchanged for $4.00 in cash representing a total transaction value of approximately $350 million. Following completion of the exchange offer, Merger Sub will merge into ATS and the ATS shares not acquired in the exchange offer will convert into the right to receive the same consideration as paid in the exchange offer (the "Proposed Acquisition").
Indeed, the consideration to be paid to the class members is unconscionable, unfair and grossly inadequate because, among other things: (a) the intrinsic value of the stock of ATS is materially in excess of $4.00 per share, giving due consideration to the possibilities of growth and profitability of ATS in light of its business, earnings and earnings power, present and future; (b) the $4.00 per share price is inadequate and offers an inadequate premium to the public stockholders of ATS; and (c) the $4.00 per share price is not the result of arm's-length negotiations but was fixed arbitrarily to "cap" the market price of ATS, as part of a plan for Medtronic to obtain complete ownership of ATS' assets and business at the lowest possible price.
Defendants have exacerbated their breaches of fiduciary duty by agreeing to lock up the Proposed Acquisition with deal protection devices that preclude other bidders from making a successful competing offer for the Company. Specifically, defendants agreed to: (i) a no-solicitation provision that prevents other buyers from having access to the Company's confidential information, which information is necessary to formulate a bid, except under extremely limited circumstances; (ii) a matching rights provision that allows Medtronic 3 days to match any competing proposal in the event one is made; and (iii) a provision that requires the Company to pay Medtronic a termination fee of $13 million. These provisions substantially limit the Board of Director's ability to act with respect to investigating and pursuing superior proposals and alternatives including a sale of all or part of ATS.
Finally, on May 25, 2010, ATS filed a Schedule 14A Preliminary Proxy Statement (the "Proxy") with the Securities and Exchange Commission ("SEC") in connection with the Proposed Acquisition pursuant to which, inter alia, the ATS Board of Directors recommended that ATS stockholders vote "FOR" the approval and adoption of the Merger Agreement and in favor of the Proposed Acquisition. In connection with the Proxy, Defendants have breached their duty of candor by failing to disclose material information to Proxy shareholders necessary for them to determine whether to vote in favor of the Proposed Acquisition.
On July 12, 2010, the action was voluntarily dismissed without prejudice. The case is now closed.