An investigation on behalf of current investors Brink's Home Security Holdings, Inc (Public, NYSE:CFL), who purchased CFL shares before January 19, 2010, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price was announced.

The investigations by law firms focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Brink's Home Security Holdings, Inc. arising out of their attempt to sell Brink's Home Security Holdings, Inc (Public, NYSE:CFL) to Tyco International Ltd.

On January 18, 2010 Brink's Home Security Holdings, Inc. (NYSE: CFL) and Tyco International Ltd. (NYSE: TYC) announced a definitive agreement for Tyco to acquire Brink's Home Security Holdings, now operating as Broadview Security, in a cash and stock transaction is valued at $42.50 per share or approximately $2.0 billion. Under the terms of the agreement, for each Brink's Home Security Holdings share, Brink's Home Security Holdings shareholders can select to receive either $42.50 in cash, subject to proration if the elections would result in total cash consideration exceeding approximately 30% of the total merger consideration as described in further detail below, or a combination of $12.75 in cash and a fraction of a Tyco share equal to $29.75 divided by the volume-weighted average price of Tyco's stock on the New York Stock Exchange during the 10-trading day period ending on the fourth full trading day prior to the closing date of the merger, subject to a collar between $32.97 and $40.29, or may select Tyco shares equal to $42.50 divided by the volume-weighted average price described in (2) above, subject to the same collar. The transaction has been unanimously approved by the board of directors of each company.

But according to one investigation by a law firm “the transaction appears to be unfair” to current investors of Brink's Home Security Holdings, Inc (Public, NYSE:CFL) because the “offer to purchase Brink's Home Security Holdings, Inc (CFL) appears opportunistically timed to take advantage of the current economic downturn” and is “grossly unfair, inadequate, and substantially below the fair or inherent value of CFL”.

Brink's Home Security Holdings, Inc reported in 2007 Total Revenue of $484.40million with a Net Income of $44.20million and in 2008 Total Revenue of $532.30million with a Net Income of $57.10million. Shares of Brink's Home Security Holdings, Inc (CFL) traded after the announcement at $41.90 per share, and at $31.44 per share the trading day before the news.

The investigation “ concerns whether the Brink's Home Security Holdings Board of Directors breached their fiduciary duties to Brink's Home Security Holdings (CFL) stockholders by failing to adequately shop the Company before entering into this transaction and whether Tyco International Ldt. is underpaying for Brink's Home Security Holdings shares, thus unlawfully harming CFL stockholders.” One investigation even calls the deal “suspicious because it appears from a review of the Company's financial statements that the inherent value of the Company's stock is greater than $42.50 per share and also because the Board of Directors has agreed to a provision in the transaction that dissuades other bidders from offering to purchase the Company for more than $42.50 per share.”

Broadview Security, formerly Brink’s Home Security Holdings, Inc., located in Irving, Texas, is engaged in providing security system monitoring services for homes and businesses in North America. The operating subsidiaries of the Company in the United States and Canada are Broadview Security, Inc. and Broadview Security Canada Limited.