Symmetricom, Inc.(NASDAQ:SYMM) Investor Files Lawsuit Against Acquisition By Microsemi

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Company Name(s): 
Case Name: 
Symmetricom Deal Case 11/01/2013
Case Status: 
Lawsuit Filed
Affected Securities
Lawsuit Overview
Type of Lawsuit: 
Mergers and Acquisition
Date Filed: 

November 5, 2013 (Shareholders Foundation) - An investor, who currently hold shares of Symmetricom, Inc.(NASDAQ:SYMM) filed a lawsuit in effort to halt the proposed takeover of Symmetricom, Inc. by Microsemi Corporation for $7.18 per share.

The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:SYMM stockholders arising out of the attempt to sell Symmetricom, Inc.too cheaply via an unfair process to Microsemi Corporation.

On October 21, 2013, Microsemi Corporation and Symmetricom, Inc. announced that they have entered into an agreement to acquire Symmetricom, Inc. for $7.18 per share through a cash tender offer.

However, the plaintiff claims that the offer is too low and undervalues Symmetricom’s prospects and is the result of an entirely unnecessary sales process. The plaintiff says that offered price of $7.18 per share is below the Symmetricom’s 52-week high of $7.23 per share

Furthermore, the plaintiff alleges that the proposed acquisition is the product of a hopelessly flawed process that is designed to ensure the sale of Symmetricom to Microsemi Corporation on terms preferential to defendants and other Symmetricom insiders and to subvert the interests of plaintiff and the other public stockholders of the Company. The plaintiff says that if the proposed acquisition closes, certain current and former board members and Symmetricom management will receive over $19 million from the sale. In addition, the plaintiff alleges that to protect against the threat of alternate bidders out-bidding Microsemi Corporation after the announcement, defendants implemented preclusive deal protection devices, such as a no-shop clause, a matching rights provision, and a hefty termination and expense fee provision, to guarantee that Microsemi Corporation will not lose its preferred position

On November 5, 2013, shares of Symmetricom, Inc.(NASDAQ:SYMM) closed at $7.19 per share.