According to a complaint filed on November 09, 2011, the Defendants violated federal securities laws in connection with a proposed merger.
On October 17, 2011, the Company and the Bidder Company announced a definitive agreement whereby the Bidder would acquire the Company through a tender offer. The agreement offered $36.50 per share of the Company, a total valuation of $4.4 billion for the Company. The offer is scheduled to close on November 30, 2011.
The complaint alleges the board of directors violated their fiduciary duties in agreeing to a price that undervalues the Company and by imposing deal protection devices in the merger agreement. Specifically, the merger agreement includes a strict non-solicitation provision, a provision whereby the Bidder has three days to match any unsolicited offers from third parties, a termination fee of $136,550,000.00.
On October 28, 2011, the Company filed a Schedule 14D-9 Registration Statement to provide shareholder with material information and solicit votes for the merger. The complaint alleges that the Registration Statement omitted material information necessary for shareholders to make an informed decision whether to tender their shares pursuant to the merger agreement.
On August 24, 2012, the Court issued an Order approving the Stipulation of Voluntary Dismissal. This case was dismissed without prejudice.