Perot Systems Corporation Board Faces Shareholder Investigation
An investigation on behalf of current investors of Perot Systems Corporation, who purchased shares before September 18, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price was announced.
The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Perot Systems Corporation arising out of their attempt to sell Perot Systems Corporation to Dell. Perot Systems Corporation and Dell Inc. (Public, NASDAQ:DELL) announced on September 21, 2009, that Dell and Perot Systems have entered a definitive agreement for Dell to acquire Perot Systems in a transaction valued at approximately $3.9 billion. According to Perot Systems Corp and Dell under the terms of the agreement, Dell will commence a tender offer to acquire all of the outstanding Class A common stock of Perot Systems for $30 per share in cash. Perot Systems said the transaction is not subject to a financing condition and t terms of the agreement were approved by the boards of directors of both companies.
But according to an investigation by a law firm “the transaction appears to be unfair” to current investors of Perot Systems Corporation because the “offer to purchase Perot Systems Corporation at $30 per share appears opportunistically timed to take advantage of the current economic downturn”. Another investigation concerns that the” Chief Executive Officer Peter Altabef will remain employed by Dell after the close of the merger, and Dell will consider adding Perot Systems' chairman Ross Perot Jr. to its board upon close. Perot Systems also agreed to a no solicitation clause and a $130 million termination fee”.
Perot Systems Corporation, located in Plano, Texas, is a worldwide provider of information technology (IT) services and business solutions to a range of customers. The Company offers its customers integrated solutions designed around their specific business objectives, chosen from services, including technology infrastructure services, applications services, business process services and consulting services. Perot Systems reported in 2007 Total Revenue of $2.612billion with a Net Income of $115million and in 2008 Total Revenue of $2.779billion with a Net Income of $117million. Shares of Perot Systems traded at $29.61 per share after the announcement and at close to $18 per share the trading day before the announcement