An investor in shares of Advanced Analogic Technologies Incorp. (NASDAQ:AATI) filed a lawsuit in State Court against certain directors and officers of Advanced Analogic Technologies in effort to stop the proposed takeover of Advanced Analogic Technologies by Skyworks Solutions.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties arising out of their attempt to sell Advanced Analogic Technologies too cheaply, through an unfair process, to Skyworks Solutions.

On May 26, 2011, after the market closed Advanced Analogic Technologies Inc. announced that Skyworks Solutions, Inc. (NASDAQ:SWKS) signed an agreement to purchase Advanced Analogic Technologies Incorporated (NASDAQ:AATI). Under the terms of the proposed transaction Skyworks Solutions, Inc intends to acquire Advanced Analogic Technologies for a nominal price of $6.13 per share. The $6.13 nominal share price consists of $3.68 per share in cash and 0.08725 of a share of Skyworks Solutions, Inc. (NASDAQ:SWKS) common stock for each outstanding share of Advanced Analogic Technologies common stock. The amount of stock is based upon the average closing price of Skyworks common stock over the 30-trading days prior to May 26, 2011. Advanced Analogic Technologies Inc said the offer represents a 52 percent premium to Advanced Analogic Technologies' 30-day trailing average.
Following the buyout announcement shares of Advanced Analogic Technologies Incorp. (AATI) jumped from $3.90 on Thursday to $6.03 on Friday, May 27, 2011.

However, the plaintiff alleges that the proposed transaction is opportunistic and comes at a time when the long-term prospects of the company are increasing. The nominal value of $6.13 per share does not adequately reflect Advanced Analogic Technologies’ true worth, so the plaintiff. Indeed recent historic AATI share prices have been significantly higher than the current offer. AATI stock traded as high as $12.13 in ‘07 and as high as $9.42 in ‘08.

In addition the plaintiff claims the offered price does not reflect the value of Advanced Analogic Technologies’ financial success. Despite the recent global economic recession Advanced Analogic Technologies’ financial performance has consistently improved and its long term prospects are good and it’s well-positioned for continued future growth, so the plaintiff. In fact Advanced Analogic Technologies’ 12months Total Revenue rose from $86.51million in 09 to $94.06million in 2010.

Further the plaintiff alleges that the merger agreement features several provisions, such as a $8.5million Termination fee provision, that work to deter other bidders from stepping forward with superior alternative offers. The merger agreement is also missing a reasonable “go shop” provision and a competing bidder will need to negotiate with a management team participating in the merger that is already heavily biased in favor of approving the deal, so the plaintiff.