According to a complaint filed on January 5, 2012, the defendants violated state fiduciary laws and federal securities laws in connection with a proposed merger and acquisition.
On December 3, 2011, the Company and the Bidder Company announced a definitive agreement whereby the Bidder Company would commence a tender offer for the all of the Company’s outstanding shares at a proposed consideration of $40.00 per share. Plaintiffs state that the tender offer represents a valuation of $3.4 billion for the Company.
The complaint claims that the proposed consideration undervalues the Company by inadequately recognizing the synergistic value that the merger with Bidder Company. Also, the plaintiffs allege that the officers and directors failed to shop the Company, never soliciting bids from third party companies, and certain individual defendants used the merger as an opportunity to position themselves in the post-merger company. Additionally, the complaint asserts that the defendants instituted deal protection devices, such as a $12.5 million termination fee.
Lastly, the plaintiffs assert that the defendants released false and misleading statements in its Recommendation Statement filed with the SEC.
On January 18, 2012, Pursuant to Rule 41 (a)(1)(A)(i) of the Federal Rules of Civil Procedure, the Plaintiff gave notice of his voluntary dismissal of his claims in this action without prejudice.