On July 21, 2011, the plaintiff filed a Class Action Complaint for Breach of Fiduciary Duties.
On September 23, 2011, an Amended Complaint for Breach Of Fiduciary Duties and Violations of The Federal Securities Laws was filed with the Court.
According to a press release date September 23, 2011, the Defendants violated federal securities in connection with a proposed merger.
The complaint charges the Company and its Board of Directors with breaches of fiduciary duty and aiding and abetting breaches of fiduciary duty under state law and the Board and the bidder company with violations of the Securities Exchange Act of 1934.
The action arises from the Company and bidder company’s July 20, 2011 announcement that the Company had entered into a definitive merger agreement (the “Merger Agreement”) under which bidder would be acquired by the Company in a transaction valued at approximately $260 million. Under the terms of the Merger Agreement, the Company’s stockholders will receive a fixed ratio of 0.1282 shares of bidder’s common stock for each share of the Company’s common stock held. The deal values the Company’s stock at $2.44 a share using the bidder’s prior closing price of $19.07. The complaint alleges that the Proposed Acquisition significantly undervalues the Company, as shares traded as high as $4.21 as recently as January 12, 2011, and after the announcement of the Proposed Acquisition the price of bidder company’s common stock has fallen to $13.58 per share, giving the deal a real value of just $1.74 per Company share.
The complaint further alleges that in an attempt to secure shareholder support for the Proposed Acquisition, on August 22, 2011, defendants issued a materially false and misleading Preliminary Joint Proxy/Prospectus on Form S-4 (the “Proxy”). The Proxy, which recommends that the Company’s shareholders vote in favor of the Proposed Acquisition, omits and/or misrepresents material information about the unfair sales process for the Company, conflicts of interest that corrupted the sales process, the unfair consideration offered in the Proposed Acquisition, and the actual intrinsic value of the Company on a stand-alone basis and as a merger partner for the bidder, in contravention of §§14(a) and 20(a) of the 1934 Act and/or defendants’ fiduciary duty of disclosure under state law.