The complaint charges FEI, its Board of Directors and Thermo Fisher with breaches of fiduciary duty and/or violations of the Securities Exchange Act of 1934 ("1934 Act"). FEI designs, manufactures and supports a broad range of high-performance microscopy workflow solutions that provide images and answers at the micro-, nano- and picometer scales.
On May 27, 2016, FEI and Thermo Fisher announced that they had entered into a definitive merger agreement under which FEI would be acquired by Thermo Fisher (the "Acquisition"). Following a vote of FEI shareholders approving the Acquisition, FEI stockholders received $107.50 in cash for each share of FEI common stock held.
The complaint alleges defendants breached their fiduciary duties and/or aided and abetted such breaches and violated state and federal law in connection with the Acquisition. Specifically, the complaint alleges that in an attempt to secure shareholder support for the Acquisition, on June 24, 2016, defendants issued a materially false and misleading Preliminary Proxy Statement on Schedule 14A (the "Proxy"). The Proxy, which recommended that FEI shareholders vote in favor of the Acquisition, omits and/or misrepresents material information about the unfair sales process for the Company, the unfair consideration offered in the Acquisition, and the actual intrinsic value of the Company on a standalone basis and as a merger partner for Thermo Fisher in contravention of §§14(a) and 20(a) of the 1934 Act and/or defendants' fiduciary duty of disclosure under state law.
Plaintiff seeks injunctive relief on behalf of holders of FEI common stock on May 26, 2016. The plaintiff is represented by Robbins Geller, which has extensive experience in prosecuting investor class actions including actions involving financial fraud.
Robbins Geller is widely recognized as one of the leading law firms advising U.S. and international institutional investors in securities litigation and portfolio monitoring. With 200 lawyers in 10 offices, Robbins Geller has obtained many of the largest securities class action recoveries in history and was ranked first in both the total amount and number of shareholder class action recoveries in ISS's SCAS Top 50 Report for the last two years. Robbins Geller attorneys have shaped the law in the areas of securities litigation and shareholder rights and have recovered tens of billions of dollars on behalf of the Firm's clients. Robbins Geller not only secures recoveries for defrauded investors, it also strives to implement corporate governance reforms, helping to improve the financial markets for investors worldwide. Please visit www.rgrdlaw.com for more information.
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SOURCE Robbins Geller Rudman & Dowd LLP