An investor in ACTL shares filed a lawsuit against Actel’s board of directors for breaches of fiduciary duty arising out of the defendants attempt to sell Actel Corp. too cheaply to Artful Acquisition Corp, a wholly owned subsidiary of Microsemi Corp.
According to the complaint the plaintiff alleges that the defendants breach their fiduciary duties owed to Actel Corporation (NASDAQ:ACTL) investors by their attempt to sell Actel via an unfair process at an unfair price.

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 Actel’s 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 plaintiff says the proposed acquisition significantly undervalues Actel’s intrinsic value. 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.

In addition the plaintiff claims the proposed acquisition is the result of an unfair sales process designed to ensure that only Microsemi has an opportunity to acquire Actel, since the defendants agreed to preclusive deal protections devices in the agreement and plan of the merger that create a playing field that is unfairly tilted in favor of Microsemi and effectively chills any potential auction process for Actel, such as a “poison pill”, “Top-up option”, “no shop”, “matching rights”, a $17.5million “termination fee” provision.