Case Page

 

Case Status:    DISMISSED    
On or around 03/02/2011 (Notice of voluntarily dismissal)

Filing Date: November 23, 2010

According to the complaint filed November 23, 2010, pursuant to the Merger Agreement, each share of ActivIdentity common stock will be exchanged for $3.25 in cash representing a total transaction value of approximately $162 million. Following completion of the exchange offer, Merger Sub will merge into ActivIdentity and the ActivIdentity 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").

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 ActivIdentity is materially in excess of $3.25 per share, giving due consideration to the possibilities, of growth and profitability of ActivIdentity in light of its business, earnings and earnings power present and future; (b) the $3.25 per share price is inadequate and offers an inadequate premium to the public stockholders of ActivIdentity; and (c) the $3.25 per share price is not the result of arm's length negotiations but was fixed arbitrarily to "cap" the market price of ActivIdentity, as part of Plan for Assa Abloy to obtain complete ownership of ActivIdentity assets and business at the lowest possible price. Defendants' action in proceeding with the Proposed Acquisition is wrongful, unfair and harmful to ActivIdentity's public stockholders, and will deny them their right to share proportionately in the true value of ActivIdentity' future growth in profits and earnings.

A similar class action complaint was also filed in the U.S. District Court for the District of Delaware.

According to the Company's Form 10-K for the fiscal year ended September 30, 2010, beginning on October 12, 2010, several putative class action lawsuits were filed purportedly on behalf of ActivIdentity's stockholders in the Superior Court of Alameda County, California, the Delaware Chancery Court, the United States District Court for Northern California and the United States District Court in Delaware. The complaints name ActivIdentity and each member of the ActivIdentity Board as defendants. The lawsuits allege a variety of claims, including that our board members breached fiduciary duties owed to ActivIdentity stockholders by failing to engage in a fair process and failing to maximize stockholder value in approving the Merger. Several of the complaints also allege that ActivIdentity aided and abetted the members of the ActivIdentity Board in the alleged breach of their fiduciary duties. The Plaintiffs seek relief that includes, among other things, an injunction prohibiting the consummation of the Merger, rescission—to the extent the Merger terms have already been implemented, and the payment of plaintiffs' attorneys' fees and costs. On December 9, 2010, ActivIdentity and the defendants in a number of the actions entered into a memorandum of understanding which provides for the settlement and dismissal with prejudice of such actions, subject to customary conditions, including completion of appropriate settlement documentation, consummation of the merger and all necessary court approvals.

On March 2, 2011, the plaintiff filed a notice voluntarily dismissing the action without prejudice.

COMPANY INFORMATION:

Sector: Technology
Industry: Software & Programming
Headquarters: United States

SECURITIES INFORMATION:

Ticker Symbol: ACTI
Company Market: NASDAQ
Market Status: Public (Listed)

About the Company & Securities Data


"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: N.D. California
DOCKET #: 10-CV-05322
JUDGE: Hon.Joseph C. Spero
DATE FILED: 11/23/2010
CLASS PERIOD START: 10/11/2010
CLASS PERIOD END: 11/23/2010
PLAINTIFF FIRMS NAMED IN COMPLAINT:
  1. Bull & Lifshitz
    18 East 41st St., Bull & Lifshitz, NY 10017
    212.213.6222 212.213.9405 ·
  2. Kaplan Fox & Kilsheimer, LLP (San Francisco, CA)
    100 Pine Street, 26th Floor, Kaplan Fox & Kilsheimer, LLP (San Francisco, CA), CA 94111
    415.772.4700 415.677.1233 · info@kaplanfox.com
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