Beckman Coulter, Inc. Investor Investigation Questions Potential Unfairness Of Takeover
After Beckman Coulter, Inc announced after weeks of takeover rumors that its board agreed to a buyout of Beckman Coulter an investigation concerning whether the takeover of Beckman Coulter, Inc. and the sale process are unfair to investors of Beckman Coulter, Inc. (NYSE:BEC) and whether certain directors breached their fiduciary duties.
The investigation by a law firm concerns whether Beckman Coulter, Inc. (NYSE:BEC) and certain of its officers and directors breached or will breach their fiduciary duties owed investors in Beckman Coulter, Inc. (NYSE:BEC) in connection with the proposed buyout.
On Thursday, Dec. 9, a media report already stated that people with direct knowledge of the matter said that Beckman Coulter Inc. is in early stages in exploring a sale after it was approached by buyout firms - including Blackstone Group LP and Apollo Global Management LLC- interested in taking the company private.
Then on February 7, 2011 Beckman Coulter, Inc. (NYSE: BEC) and Danaher announced that they have entered into a merger agreement under which Danaher will acquire all of Beckman Coulter's outstanding common stock for $83.50 per share in cash (without interest). The transaction is valued at approximately $6.8 billion, including debt assumed and net of cash acquired. Beckman Coulter said the offer represents an approximate 45% premium over the closing price of Beckman Coulter's common stock on December 9, 2010 before rumors of an acquisition entered the marketplace.
In response to a possible buyout BEC shares jumped on Friday, Dec. 10 to as high as $74.75 per share and increased in response to the takeover announcement on February 7 2011 to $82.50 per share.
But the investigation by a law firm focuses on whether the offer undervalues Beckman Coulter, Inc. and whether the sale process is unfair to the shareholders of Beckman Coulter, Inc. (NYSE:BEC). A potential securities class action lawsuit would seek to maximize the amount of money and information Beckman Coulter, Inc. (NYSE:BEC) shareholders receive in a buyout, so the law firm.
At least one analyst set a price target of $85.00 per share for Beckman stock. In addition Beckman Coulter, Inc. (NYSE:BEC) has performed well in the past for its shareholders. Beckman Coulter’s 12months Total Revenue went from $2.528billion in 2006 to $3.26billion in 2009. For the first nine months of 2010, revenue increased 17.9%, or 16.7% in constant currency, versus prior year period. For the first 9 months in 2010 Beckman Coulter, Inc reported a combined Total Revenue of $2.676billion with an average quarterly Total Revenue of $892.3million. If Beckman Coulter, Inc is able to generate in the last quarter 2010 a minimum of $892.30million Beckman Coulter will be able to report over $3.5billion in Total Revenue in 2010. Beckman Coulter said in its Third Quarter 2010 Results announcement that it expects a Total Revenue of even $3.65 billion to $3.70 billion in 2010.
Therefore the investigation concerns whether members of the Beckman Coulter Board of Directors undertook an adequate and a fair sales process to obtain fair consideration for all shareholders of Beckman Coulter, Inc. (NYSE:BEC) and breached their fiduciary duties to Beckman Coulter, Inc. (NYSE:BEC) shareholder by failing to adequately shop the Company before entering into the transaction.