Netezza Corporation Investor Lawsuit Against NZ Board of Directors Announced by Shareholders Foundation
September 27 2010 - 9:34AM
The Shareholders Foundation, Inc. announces that an investor of
Netezza Corporation (NYSE:NZ) filed a lawsuit in State Court
against members of the board of directors alleging breaches of
fiduciary duty arising out of their attempt to sell Netezza Corp.
to IBM.
Those who currently are long term investors in shares of Netezza
Corporation (NYSE:NZ) and purchased their shares prior to
September 20, 2010, should contact the Shareholders Foundation,
Inc. by e-mail at mail@shareholdersfoundation.com or call +1 (858)
779-1554.
On Monday, September 20, 2010, Netezza Corporation (NYSE:NZ) and
IBM (NYSE:IBM) announced they have entered into an agreement for
IBM to acquire Netezza in a cash transaction at a price of $27 per
share or at a net price of approximately $1.7 billion, after
adjusting for cash.
The plaintiff alleges that Netezza's directors breached their
fiduciary duties owed to the NZ investors because they did not
obtain the highest price. At first sight the IBM offer seems
to represent a 7.1% premium, considering NZ shares traded just days
before the announcement at $25.20, but Netezza shares increased
after the takeover news to as high as $28.57 on Monday and as high
as $28.86 on Wednesday. Thus, NZ shares traded on the open
market since the takeover announcement well above the current offer
of $27 and the offered price represents now not only a nominal
premium over the $25.20 share price, but IBM would acquire NZ
shares currently at a discount to the current market price.
In addition, the plaintiff claims the offer should also be higher
since Netezza has been performing admirably, having net tangible
asserts of over $209 million and positive cash flow, such as in
$0.05 per share in the last quarter and $0.15 per share over the
last four quarters. The plaintiff also questions whether the
defendants failed to adequately shop Netezza Corporation before
entering into the transaction and alleges that the defendants
breached their fiduciary duties because they agreed to provisions
in an attempt to lock-up the low acquisition price. Despite a
no solicitation clause, which bars Netezza Corp. from directly or
indirectly facilitating any other competing merger proposals, the
defendants also agreed to a hefty $56 million, or approximately 25%
of Netezza Corp's assets, as a termination fee.
Those who currently are investors Netezza
Corporation (NYSE:NZ) and purchased their shares before the
announcement, should contact the Shareholders Foundation, Inc.
The Shareholders Foundation, Inc. is an investor advocacy group
which does research related to shareholder issues and informs
investors of securities class actions, settlements, judgments, and
other legal related news to the stock/financial market. The
Shareholders Foundation, Inc. is not a law firm. The
information is provided as a public service. It is not intended as
legal advice and should not be relied upon.
The Shareholders Foundation, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=6931
CONTACT: Shareholders Foundation, Inc.
Trevor Allen
+1 (858) 779-1554
mail@shareholdersfoundation.com
3111 Camino Del Rio North
Suite 423
San Diego, CA 92108
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