Investigation Overview
In response to the offer by Microsemi Corp. to take over Actel Corporation at $13 per share an investigation on behalf of investors of Actel Corporation (NASDAQ:ACTL) over possible breaches of fiduciary duties was announced.
The investigation by a law firm concerns whether Actel Corporation and its Board breach their fiduciary duties owed to Actel Corporation (Public, NASDAQ:ACTL) investors in connection with the proposed takeover. On Monday, October 04, 2010, Microsemi Corporation (Nasdaq: MSCC) announced today that it has entered into an agreement to acquire Mountain View, California bases Actel Corporation (Nasdaq: ACTL) for $20.88 per share through a cash tender offer. The total transaction value is approximately $430 million, net of Actels projected cash balance at closing.
Shares of Actel Corporation (ACTL) traded days before the announcement at $16.83 per share and jumped in response to the takeover news to $20.91 per share.
But the investigation by a law firm concerns whether the sale process and the offered price are unfair to the shareholders of Actel Corporation (Public, NASDAQ:ACTL). Actel Corporation reported in 2006 $191.50million Total Revenue, in 2007 $197.04million, in 2008 $218.41million, and in 2009 $190.63million. Actel Corp. also reported a better than expected second quarter for 2010, up 27.7% from the second quarter of 2009. They also reported net income of $4.8 million or $0.18 per diluted share, which beat diluted earnings per share analyst estimates. Therefore the investigation concerns whether the Actel Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Actel Corporation (NASDAQ:ACTL) and breached their fiduciary duties to Actel Corp (ACTL) shareholder by failing to adequately shop the Company before entering into the transaction with Microsemi Corporation.