Micronetics Inc. (NASDAQ:NOIZ) Investor Files Lawsuit Against Directors To Stop Takeover by Mercury Computer Systems, Inc.
July 30, 2012 (Update) -- Micronetics has signed a memorandum of understanding to settle the Merger Litigation. Micronetics agreed to the settlement without admitting any liability or wrongdoing. The settlement will not affect the merger consideration to be received by Micronetics stockholders.
June 25, 2012 (Shareholders Foundation) -- An investor in NASDAQ:NOIZ shares filed a lawsuit against directors of Mirconetics Inc. in effort to block the proposed takeover of Micronetics Inc. at $14.80 per NASDAQ:NOIZ share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to Micronetics Inc. (NASDAQ:NOIZ investors arising out of the attempt to sell the company too cheaply via an unfair process to Mercury Computer Systems, Inc.
On June 10, 2012, Micronetics, Inc. (NASDAQ: NOIZ) announced that it has signed a merger agreement with Mercury Computer Systems, Inc. (NASDAQ: MRCY) and a new Mercury subsidiary under which Mercury Computer Systems, Inc will acquire Micronetics for $14.80 per common share in cash.
However, the plaintiff claims that the $14.80offer is unfair to NASDAQ:NOIZ investors, which is well below its 2006 high of $20. In addition, Micronetics has performed well for its investors in the past. Its Total Revenue increased from $30.35million for the 12months period ending on March 31, 2009 to $45.97million for the 12months period ending on March 31, 2012 and its Net Loss of $9.56million for the 12months period ending on March 31, 2009 turned into a Net Income of $3.41million for the 12months period ending on March 31, 2012.
Furthermore, the plaintiff says that the takeover agreement is the "product of a flawed process” and is unfair to Micronetics, Inc investors as it prohibits Micronetics from soliciting better offers and requires it to give Mercury Computer Systems four days to top any unsolicited bids, and includes a $2.5 million termination fee if Micronetics, Inc accepts a superior offer
Indeed, certain shareholders of Micronetics holding shares representing approximately 20.0% of the shares outstanding have already entered into agreements with Mercury under which they have agreed to vote their shares in favor of the proposed merger.