TEKELEC Going-Private Offer Under Investor Investigation

If you purchased shares of TEKELEC (NASDAQ:TKLC) prior to the announcement and currently hold those shares, you have certain options and you should contact the Shareholders Foundation, Inc.

To have your information reviewed for options and to recieve notifications about this investigation, please use this form. You may also send an email to mail@shareholdersfoundation.com, or call us at (858) 779-1554.
Company Name(s): 
TEKELEC
Affected Securities: 
NASDAQ: TKLC

San Diego, Nov. 7, 2011 (Shareholders Foundation) -- The announcement that TEKELEC agreed to be acquired for $11 per share prompted an investigation on behalf of investors of TEKELEC (NASDAQ:TKLC) concerning whether the offer to acquire TEKELEC and the buyout process are unfair to investors of TEKELEC (TKLC) and whether certain of its officers and directors or others breach their fiduciary duties owed investors in NASDAQ:TKLC) shares.

The investigation by a law firm concerns whether TEKELEC, certain of its officers and directors, and/or others breached their fiduciary duties owed to TEKELEC (NASDAQ TKLC) investors in connection with the proposed acquisition.

On Monday, Nov. 7, 2011, Tekelec (NASDAQ: TKLC) announced that it has entered into an agreement to be acquired by a consortium led by Siris Capital Group, LLC and including affiliates of The ComVest Group, funds and accounts managed by GSO Capital Partners LP, Sankaty Advisors LLC, ZelnickMedia and other Siris limited partners and affiliates. The transaction is valued at approximately $780 million.

Under the terms of the proposed transaction, all outstanding shares of Tekelec’s common stock will be acquired for $11.00 per share in cash. Tekelec said the $11offer represents an 11% premium over the closing price on November 4, 2011, and a 38% premium over the 30 day trading average closing price of Tekelec common stock.

However, shares of TEKELEC (Public, NASDAQ:TKLC) traded as early as February at $12.04 and January at $13.28 per share, leaving certain TKLC stockholders with no premium, but asking them to hand over their TKLC stocks at a discount. Additionally, at least one analyst has set the high target price for TKLC stocks at $16 per share.

Therefore, the investigation concerns whether the TEKELEC Board of Directors undertook an adequate sales process and in particular breached their fiduciary duties to TEKELEC (NASDAQ:TKLC) shareholders by failing to adequately shop the Company before entering into this transaction. Furthermore the investigation concerns on whether the consortium led by Siris Capital Group, LLC and including affiliates of The ComVest Group, funds and accounts managed by GSO Capital Partners LP, Sankaty Advisors LLC, ZelnickMedia and other Siris limited partners and affiliates would underpay for NASDAQ:TKLC
shares, thus unlawfully harming TEKELEC (TKLC) stockholders.

A potential securities class action lawsuit would seek to maximize the amount of money and information TEKELEC shareholders would receive in a buyout, so the law firm.