Investigation Overview
The announcement by APAC Customer Services, Inc. that it agreed to be taken over by One Equity Partners prompted an investigation on behalf investors of APAC Customer Services, Inc. (NASDAQ: APAC) concerning whether the offer to acquire APAC Customer Services and the sale process are unfair to investors of APAC Customer Services (APAC) and whether certain of its officers and directors or others breached their fiduciary duties owed investors in APAC Customer Services (NASDAQ:APAC) shares.
The investigation by a law firm concerns whether the APAC Customer Services Inc, certain of its officers and directors, and/or others breached their fiduciary duties owed to APAC Customer Services, Inc. (NASDAQ: APAC) investors in connection with the proposed buyout.
On Thursday, July 7, 2011, APAC Customer Services, Inc. (Nasdaq: APAC) and One Equity Partners announced that they have entered into an merger agreement under which an affiliate of One Equity Partners will acquire 100% of APAC Customer Services, Inc, through an all-cash transaction with an aggregate equity value of approximately $470 million. Under the terms of the proposed transaction, One Equity Partners will pay APAC Customer Services, Inc stockholders $8.55 per APAC share in cash. APAC Customer Services, Inc. said the offer represents a premium of approximately 57% over APAC Customer Services' closing share price on July 6, 2011, the last trading day prior to the announcement.
Indeed, following the takeover news shares of APAC Customer Services, Inc. (Public, NASDAQ:APAC) rose from $5.45 on Wednesday to $8.44 on Thursday.
However, the investigation concerns whether the APAC Customer Services Board of Directors undertook an adequate and in particular breached their fiduciary duties to the APAC Customer Services (NASDAQ:APAC) shareholder by failing to adequately shop the Company before entering into the transaction.
In fact, Theodore G. Schwartz, Chairman of APAC Customer Services and his affiliated entities, representing approximately 39% of APAC's outstanding shares, have already entered into a voting agreement to vote in favor of the transaction
The investigation concerns also whether One Equity Partners would underpay for NASDAQ:APAC shares, thus unlawfully harming NASDAQ: APAC stockholders.
In fact, APAC Customer Services has performed well for its investors in the past. APAC Customer Services 52weeks Total Revenue rose from $224.68million in 2007 to $325.96million in 2010.
APAC Customer Services reported net income of $7.0 million (or $0.13 per share) for the first quarter, compared to $6.6 million (or $0.12 per share) in the prior year quarter. APAC Customer Services also recently announced that it continues to expect earnings of $0.47 to $0.49 per share for fiscal 2011, and revenue of $346 million to $350 million
A potential securities class action lawsuit would seek to maximize the amount of money and information NASDAQ:APAC shareholders would receive in a buyout, so the law firm.