Sybase, Inc. Board Under Investigation For Breach of Fiduciary Duty

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An investigation on behalf of current investors in Sybase, Inc. (NYSE:SY) concerning shareholder claims over possible breaches of fiduciary duty by the board of directors of Sybase was announced.

The investigation by law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Sybase arising out of their attempt to sell Sybase, Inc. (NYSE:SY) to SAP AG’s subsidiary, SAP America, Inc. Sybase, Inc., located in Dublin, California, delivers enterprise software and services to manage, analyze and mobilize information. Sybase, Inc. reported in 2007 Total Revenue of $ 1.02553billion, in 2008 $1.13193billion, and in 2009 $1.17057billion.

On Wednesday, May 12, 2010, Sybase, Inc. (NYSE: SY) and SAP AG (NYSE: SAP) announced that SAP’s subsidiary, SAP America, Inc., has signed a merger agreement to acquire Sybase, Inc., under which SAP America, Inc., will make an all cash tender offer for all of the outstanding shares of Sybase common stock at $65.00 per share, representing an enterprise value of approximately $5.8 billion.

According to Sybase, Inc its board of directors has unanimously approved the transaction and the offer represents a 44% premium over the three-month average stock price of Sybase. Shares of Sybase, Inc. (SY) traded on Wednesday, May 12, 2010, before the news at about $42 per share and climbed after the announcement of the takeover to $64.50 in after hours trading.

The investigation by a law firm “concerns whether the Sybase Board of Directors breached their fiduciary duties to Sybase (NYSE:SY) stockholders by failing to adequately shop the Company prior to entering into the agreement, whether the Board of Directors breached their fiduciary duties by not seeking a deal that would provide better value Sybase, Inc. (NYSE:SY), and whether SAP AG’s subsidiary, SAP America, Inc., is underpaying for Sybase, Inc. (SY), thus unlawfully harming SY stockholders.”