Quest Software, Inc. (NASDAQ:QSFT) Investors File Lawsuits Against Directors To Block Takeover
July 3, 2012 (Update) -- On July 2, 2012, Quest Software announced that it had entered into a definitive merger agreement to be acquired by Dell. According to the terms of the deal, Dell will acquire all outstanding shares of the company through an all-cash transaction. Pursuant to the agreement, Quest Software shareholders will receive $28.00 in cash for each share of the company they own. The transaction is expected to close during Dell's third fiscal quarter.
April 9, 2012 (Update) -- Another investor filed a second lawsuit against the planned takeover of Quest Software by Insight Venture Partners for $23.00 per share.
San Diego, March 14, 2012 (Shareholders Foundation) -- An investor in NASDAQ:QSFT shares filed a lawsuit in State Court for current stockholders of Quest Software, Inc. (QSFT) in effort to stop the proposed takeover of Quest Software, Inc. by affiliates of Insight Venture Partners for $23.00 per share.
According to the complaint the plaintiff alleges that defendants breached their fidcuary duties owed to NASDAQ:QSFT investors arising out of the attempt to sell Quest Software, Inc. at an unfair price and via an unfair process to affiliates of Insight Venture Partners.
On Friday, March 9, 2012, Quest Software, Inc. announced that it had entered into agreements with affiliates of Insight Venture Partners, under which stockholders not affiliated with the buyout group would receive $23.00 per share in cash.
However, the plaintiff says that the $23offer is unfair to stockholders and undervalues Quest Software. Indeed, recent stock prices leave certain QSFT stockholders with no premium at all, but rather ask them to hand over their shares at a discount.
In fact, QSFT shares jumped from $19.40 on Thursday to $24.13 during Friday, thus above the offer. Furthermore, QSFT shares traded in April 2011 as high as $25.76 and in December 2010 even as high as $28.10 per share, also above the current offer. In addition, an analyst has set the target price for QSFT shares at $29 per share.
Further the plaintiff claims that the process is also unfair to QSFT stockholders. Indeed, Quest Software’s Chairman and CEO, who approximately holds 34% of current shares outstanding, already agreed to support the transaction.