EasyLink Services International Corp. (NASDAQ:ESIC) Investor Files Lawsuit Against Directors To Block Takeover By OpenText Corporation

If you purchased shares of EasyLink Services International Corp. (NASDAQ:ESIC) prior to May 1, 2012 and currently hold any of those NASDAQ:ESIC shares, you have certain options and you should contact the Shareholders Foundation, Inc.

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Company Name(s): 
EasyLink Services
Case Name: 
EasyLink Services Deal Case 05/11/2012
Case Status: 
Lawsuit Filed
Affected Securities
NASDAQ: ESIC
Lawsuit Overview
Type of Lawsuit: 
Mergers and Acquisition
Date Filed: 
05/11/2012
Summary: 

May 14, 2012 (Shareholders Foundation) -- An investor in NASDAQ:ESIC shares filed a lawsuit in State Court against directors of EasyLink Services International Corp in effort to block the takeover of EasyLink Services International by OpenText Corporation at $7.25 per NASDAQ:ESIC share.

The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:ESIC stockholders arising out of the attempt to sell EasyLink Services International too cheaply via an unfair process.

On May 1, 2012, EasyLink Services International Corporation (Nasdaq:ESIC) announced it has entered into a definitive agreement and plan of merger with OpenTextTM Corporation (Nasdaq:OTEX) (TSX:OTC). Under the terms of the proposed transaction, OpenText will acquire all of the outstanding common stock of EasyLink Services International for $7.25 per share in cash for each share of common stock of EasyLink Services International.

However, the plaintiff claims that the $7.25offer is unfair to NASDAQ:ESIC and undervalues the company, and directors did not take all steps necessary to obtain a full, fair and adequate price for EasyLink’s shares . Indeed, at least one analyst has set the high target price for NASDAQ:ESIC shares at $8.00 per share, thus above the current offer. In addition, the plaintiff says the growth prospect is “materially in excess of the amount offered. In fact, EasyLink Services’ recent financial performance improved lately. Its Total Revenue rose from $81.44million for a 12months period ending on July 31, 2010 to $164.77million for the 12months period ending on July 31, 2011 and its Net Income increased over the respective time periods from $17.09million to $24.70million. The plaintiff says that

Furthermore, the plaintiff alleges that the process is the result of a flawed process and defendants agreed to a transaction, which r estricts EasyLink Services International from seeking other offers and included a $9.4 million termination fee provision, that unfairly favors OpenText Corporation and will “unreasonably dissuade potential suitors from making competing offers.”