Vital Images, Inc. Investor Investigation Over Potential Breaches f Fiduciary Duties
The announcement by Vital Images, Inc. that it agreed to be acquired by Toshiba Medical Systems Corp. has prompted an investigation on behalf of investors of Vital Images, Inc. (NASDAQ:VTAL) over possible breaches of fiduciary duty was announced.
The investigation by a law firm concerns whether certain directors and officers at Vital Images, Inc. or others breached their fiduciary duties in connection the proposed merger.
On Wednesday, April 27, 2011, Vital Images, Inc. (Nasdaq:VTAL) and Toshiba Medical Systems Corporation announced that they have entered into an agreement pursuant to which a subsidiary of Toshiba Medical Systems Corporation will acquire all of the outstanding shares of common stock of Vital Images Inc. for $18.75 per share, or approximately $273 million in the aggregate, through a cash tender offer followed by a merger. Vital Images, Inc said the offer represents a 39 percent premium over the volume-weighted average Vital Images share price for the past 30 calendar days.
Following the takeover proposal shares of Vital Images, Inc. (NASDAQ:VTAL) jumped from $14.29 on Wednesday April 27 to $18.65 per share on Thursday.
However, Vital Images has performed well for its investors in the past. Vital Images, Inc. reported over the past 4 years relatively consistent 12months Total Revenue ranging from $58.23million to $70.18million. Additionally at least one analyst has set a target price as high as $19.00 per share, and VTAL shares closed above $15.20 per share as recently as February 2011.
Therefore the investigation concerns whether the Vital Images Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders Vital Images, Inc. (NASDAQ:VTAL) and breached their fiduciary duties to Vital Images (VTAL) shareholder by failing to adequately shop the Company before entering into any transaction. The transaction includes various deal protections that may prevent a superior offer. The investigation concerns also whether Toshiba Medical Systems Corporation would underpay for NASDAQ:VTAL shares, thus unlawfully harming NASDAQ VTAL stockholders. A potential class action lawsuit would seek to maximize the amount of money and information NASDAQ:VTAL. shareholders would receive in a buyout, so the law firm.