According to the complaint filed February 17, 2011, on January 27, 2011, Verizon and the Company announced a definitive agreement under which Verizon, through its wholly owned subsidiary, Verizon Holdings Inc. (“Merger Sub”), will commence a tender offer to acquire all of the outstanding shares of Terremark for $19.00 per share in cash. The Proposed Transaction is valued at $1.4 billion. Verizon commenced the tender offer on February 10, 2011, and it is currently scheduled to expire on March 10, 2011.
The Board has breached their fiduciary duties by agreeing to the Proposed Transaction for grossly inadequate consideration. As described in more detail below, given Terremark’s recent strong performance as well its future growth prospects and the expected growth of the cloud computing market, the consideration shareholders are to receive is inadequate and significantly undervalues the Company.
On April 11, 2011, the parties filed a Notice of Settlement, and the case was administratively closed pursuant to the settlement in state court.
On August 16. 2011, the Plaintiffs filed a Notice to Voluntarily Dismiss the case; and two days later the Court issued an Order Dismissing the case with prejudice.