According to the complaint filed on September 16, 2010, under the terms of the proposed transaction, Cogent shareholders will receive the inadequate consideration of $10.50 per share in a transaction totaling approximately $943 million, or approximately $430 million net of cash acquired.
As recently as August 5, 2010, the Company touted its excellent performance and growth potential in a press release announcing its financial results for the second quarter ended June 30, 2010. In this press release, the Company announced second quarter 2010 revenues of $25.4 million and net income (non- GAAP) for the second quarter of 2010 was $3.4 million.
In approving the Proposed Transaction, Cogent spurned an offer from a competing bidder worth between $11.00 to $12.00 per share. Despite such interest, the Board decided to enter into the Proposed Transaction for only $10.50 per share, a price that the Board had deemed insufficient on prior occasions. Such a blatant missed opportunity for increased consideration demonstrates the Board's failure to take all reasonable steps to maximize shareholder value.
On December 01, 2010, the plaintiffs filed a First Amended Complaint against Defendants.
On January 10, 2011, this action was dismissed without prejudice pursuant to Fed. R. Civ. P. 41(a)(1). All parties agreed to bear their own fees and costs.
On January 11, 2011, the plaintiff voluntarily dismissed two of the defendants without prejudice pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(i).