SHAREHOLDER ALERT: Law Offices of Marc S. Henzel Announces Investigation into the proposed sales and mergers of American Capital Ltd., Celator Pharmaceuticals, Inc., Demandware Inc., FEI Company, Marketo Inc., SciQuest, Inc., Textura Corporation, Westar Energy Inc., XenoPort, Inc., and Xura, Inc.
MERION, Pa., June 2, 2016 /PRNewswire/ -- The Law Offices of Marc S. Henzel (www.henzellaw.com), a firm focusing on shareholder litigation, gives notice to shareholders of investigation into the following securities for violations of the Federal Securities Laws:
American Capital, Ltd. (Nasdaq: ACAS) 5/24/16
On May 23, 2016, Specialty finance company Ares Capital Corp agreed to buy American Capital Ltd in a cash-and-stock deal valued at $3.4 billion, aiming to capture a bigger share of lending to mid-sized firms as big banks turn cautious.
The investigation concerns whether the American Capital directors are breaching their fiduciary duties by failing to adequately maximize shareholder value. Under the terms of the proposed transaction, American Capital shareholders will be entitled to receive $6.41 in cash per share, plus 0.483 Ares Capital shares for each share of American Capital common stock.
Celator Pharmaceuticals Inc. (Nasdaq: CPXX) 5/31/16
On May 31, 2016, Jazz Pharmaceuticals plc (JAZZ) and Celator Pharmaceuticals, Inc. (CPXX) announced that they entered into a definitive agreement for Jazz Pharmaceuticals to acquire Celator for $30.25 per share in cash, or approximately $1.5 billion.
The investigation concerns whether the Celator directors are breaching their fiduciary duties by failing to adequately maximize shareholder value. Under the terms of the proposed transaction, Celator shareholders will be entitled to receive $30.25 in cash for each share of Celator common stock. Certain stockholders of Celator holding approximately 18.4 percent of Celator's outstanding shares of common stock, including executive officers, members of the Celator board of directors and certain investment funds affiliated with the members of the board of directors, have agreed to tender their shares in the tender offer.
Demandware Inc. (NYSE: DWRE) 6/1/16
On June 1, 2016, Demandware announced that it signed a definitive merger agreement with Salesforce. Under the terms of the agreement, Demandware shareholders will receive $75.00 per share in cash.
The investigation concerns whether the Demandware board failed to satisfy their duties to the Company shareholders, including whether the board adequately pursued alternatives to the acquisition and whether the board obtained the best price possible for Demandware shares of common stock.
FEI Company (Nasdaq: FEIC) 5/27/16
On May 27, 2016, Thermo Fisher and FEI announced that their boards of directors had unanimously approved Thermo Fisher's acquisition of FEI for $107.50 per share in cash. The transaction represents a purchase price of approximately $4.2 billion. However, the approximately $107.50 merger consideration is well below at least one analyst target price of $115.00 per share.
The firm's investigation is focusing on the potential unfairness of the consideration being provided to FEI's stockholders and the process by which FEI's Board of Directors considered and approved the proposed deal.
Marketo Inc. (Nasdaq: MKTO) 5/31/16
On May 31, 2016 Marketo Inc., announced it agreed to be bought by private equity firm Vista Equity Partners, in a cash deal valued at about $1.79 billion. Vista Equity will pay $35.25 per share for Marketo, representing a 9.5 percent premium to the company's closing price on Friday 5/27/16.
The investigation concerns whether the Marketo board of directors is fulfilling its fiduciary duties, maximizing the value of the Company, disclosing all material benefits and costs, and obtaining full and fair consideration for Company stockholders.
SciQuest Inc. (Nasdaq: SQI) 5/31/16
On May 31, 2016, SciQuest, Inc. (SQI), announced that it entered into a definitive agreement to be acquired by affiliates of Accel-KKR ("AKKR"), a leading technology-focused private equity firm, for $17.75 per share in cash, representing a total equity value of approximately $509 million.
The investigation concerns whether the SciQuest directors are breaching their fiduciary duties by failing to adequately maximize shareholder value.
Textura Corporation (NYSE: TXTR) 4/28/16
On April 28, 2016, Textura Corporation (TXTR), announced that it has entered into a definitive agreement to be acquired by Oracle. Under the terms of the agreement, Textura shareholders will receive $26.00 in cash per share of common stock they hold. The transaction is valued at approximately $663 million, net of Textura's cash.
The investigation concerns whether the Board of Textura breached their fiduciary duties to shareholders and whether Oracle is underpaying for the Company. The transaction may undervalue the Company and would result in a loss for many Textura shareholders. Textura stock traded at $30.59 per share on June 3, 2015 and traded at $29.88 per share on November 4, 2015.
Westar Energy Inc. (NYSE: WR) 5/31/16
On May 31, 2016 Great Plains Energy Inc, announced it will purchase Westar Energy Inc. for $8.6 billion in cash and stock. Westar shareholders will receive a total of $60 per share. The enterprise value of the deal is about $12.2 billion, including about $3.6 billion in Westar's debt.
The firm's investigation concerns whether the Westar board of directors fulfilled its fiduciary duties maximizing the value of the Company, obtained full and fair consideration for Company stockholders, and adequately shopped the Company prior to entering into the agreement with Great Plains.
XenoPort Inc. (Nasdaq: XNPT) 5/23/16
On May 23, 2016 Arbor Pharmaceuticals, LLC and XenoPort, Inc.(XNPT) announced that they signed a definitive agreement under which Arbor will acquire XenoPort for $7.03 per share in cash, or a total equity value of approximately $467 million.
The investigation concerns whether the Board of XenoPort breached their fiduciary duties to shareholders and whether Arbor is underpaying for the Company. The transaction may undervalue the Company and would result in a loss for many XenoPort shareholders.
Xura Inc. (Nasdaq: MESG) 5/23/16
On May 23, 2016, Xura announced that it had entered into a definitive agreement to be acquired by Siris for all outstanding shares of Xura's common stock in a deal valued at approximately $643 million. Under the terms of the agreement, shareholders of Xura will receive $25.00 in cash for each share of Xura common stock.
The firm's investigation is focusing on the unfairness of the consideration being provided to Xura's stockholders and the process by which Xura's Board of Directors considered and approved the proposed deal.
The $25.00 merger consideration is substantially below multiple analyst target price estimates, and is below Xura's recent trading prices. As an example, Xura stock traded above the proposed $25.00 per share merger consideration in late 2015. Also, Xura traded at a 52-week high of $26.63 per share and, according to at least one analyst, Xura has a high target price of $30.00, well above the amount that Xura shareholders would receive under the proposed sale.
If you would like to learn more about the investigation of these companies, would like to learn more about any potential claims or you wish to discuss these matters and have any questions concerning this announcement or your rights, please contact Marc S. Henzel (610) 660-8000, email at [email protected], or to sign up online, visit the firm's website at www.henzellaw.com.
The Law Offices of Marc S. Henzel is a national shareholder litigation firm representing shareholders & investors in various areas of securities laws including but not limited to: class actions, derivatives, transactional (buyouts/takeovers/mergers) and FINRA & NYSE Arbitrations.
Contact:
Law Offices of Marc S. Henzel
Marc S. Henzel
Email: [email protected]
Phone 610-660-8000
Website: www.henzellaw.com
SOURCE Law Offices of Marc S. Henzel
Share this article