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
Mhenzel@Henzellaw.com, 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: Mhenzel@Henzellaw.com
Phone 610-660-8000
Website: www.henzellaw.com
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SOURCE Law Offices of Marc S.
Henzel
