ZOLL Medical Corporation (NASDAQ:ZOLL) Investor files Lawsuit Against Directors over Alleged Breaches of Fiduciary Duties in Merger With Asahi Kasei

If you purchased shares of ZOLL Medical Corporation (NASDAQ:ZOLL) prior to March 12, 2012 and currently hold those NASDAQ:ZOLL shares, you have certain options and you should contact the Shareholders Foundation, Inc.

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Company Name(s): 
ZOLL Medical
Case Name: 
ZOLL Medical Deal Case 03/20/2012
Case Status: 
Lawsuit Filed
Affected Securities
NASDAQ: ZOLL
Lawsuit Overview
Type of Lawsuit: 
Mergers and Acquisition
Date Filed: 
03/20/2012
Summary: 

San Diego, March 20, 2012 (Shareholders Foundation) -- An investor in NASDAQ:ZOLL shares filed a lawsuit against members of the board of directors in effort to block the proposed takeover of ZOLL Medical Corporation by Asahi Kasei Corporation for $23 per NASDAQ:ZOLL share.

According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:ZOLL stockholders arising out of the attempt to sell ZOLL Medical at an unfair price via an unfair price.

On Monday, March 12, 2012, ZOLL Medical Corporation (NASDAQ GS: ZOLL) and Asahi Kasei Corporation (TSE1: 3407), announced that Asahi Kasei Corporation has entered into a merger agreement with ZOLL Medical Corporation, pursuant to which Asahi Kasei Corporation will acquire ZOLL Medical Corporation for approximately $2.21 billion. Under the terms of the proposed transaction Asahi Kasei Corporation, through a U.S. subsidiary, will make a cash tender offer to purchase all of the outstanding shares of ZOLL Medical Corporation common stock for $93 per share. Zoll Medical Corporation said the $93offer represents a premium of 29.6% over ZOLL Medical’s volume weighted average closing stock price over the 30 trading day period ended March 9, 2012, and a 23.8% premium over the closing price on March 9, 2012.

However, the plaintiff alleges that the $93offer is unfair to NASDAQ:ZOLL stockholders and undervalues Zoll Medical Corporation. In fact, at least one analyst has set the high target price for NASDAQ:ZOLL stocks at $100 per share. Furthermore, ZOLL Medical’s performance increased over the past years. Its Total Revenue rose from $385.19million for a 52weeks period ending on Sept. 27, 2009 to $523.71million for a 52weeks period ending on Oct. 2, 2011. and its Net Income over the same time periods increased from $9.56million to $31.29million.

In addition, the plaintiff claims that the board of directors of Zoll Medical Corporation breached its fiduciary duties by agreeing to preclusive deal protection devices, such as a $64million termination fee, a matching rights, and a no-solicitation provision, that preclude any competing offers for the company.