Tekelec is an American company that produces network signaling, policy control, and subscriber data management products for communications networks.

According to a Complaint filed on December 2, 2011, the Company violated federal securities laws in connection with a proposed merger.

On November 7, 2011, Tekelec announced a merger agreement with the Buyout Group where by the Company’s shareholders would receive $11.00 per share. The Plaintiffs claim that the proposed consideration undervalues the Company. Additionally, the Complaint states that the individual Defendants conduct constituted self dealing in securing positions for themselves in the post-merger company along with certain investments in the post-merger company. The Plaintiffs also charge that Tekelec engaged in flawed process in deciding upon the merger agreement and that the Company instituted deal protection devices including a $15 million break up fee if the Company pursued a competing offer.

Lastly, in the proxy filed with the SEC soliciting votes for the proposed merger, the Plaintiffs allege that the proxy omitted materially false and misleading information concerning the process involved in the merger agreement and financial forecasts of the Company’s future earnings. Moreover, the Plaintiffs allege that the proxy omitted material aspects of the Company’s financial analyst’s fairness opinion.