San Diego, March 12, 2012 (Shareholders Foundation) -- An investor in NASDAQ:ARCL shares filed a lawsuit in State Court against directors of Archipelago Learning, Inc. in effort to block the proposed takeover of Archipelago Learning, Inc. by PLATO Learning for $11.10 per NASDAQ:ARCL.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:ARCL stockholders arising out of the attempt to sell Archipelago Learning, Inc. at an unfair price via an unfair process.

On March 5, 2012, Archipelago Learning (NASDAQ: ARCL) announced that it has entered into an agreement under which PLATO Learning, a portfolio company of Thoma Bravo, LLC, will acquire Archipelago Learning for $11.10 per share in cash, representing an equity value of approximately $291 million.

However, the plaintiff claims that the $11offer is unfair to NASDAQ:ARCL stockholders and undervalues the company. Indeed, at least one analyst has set the high target price at $12.00 per share. Furthermore, Archipelago Learning’s performance increased lately. It reported that its annual Revenue rose from $18.25million in 2007 to $58.65million in 2010 and its Net Income increased from $2.92million for ’07 to $3.29million in 2010. Archipelago Learning’s third quarter Revenue rose from $17.05million in 2010 to $18.22million in 2011 and its third quarter Net Income increased from $1.38million in 2010 to $1.99million in 2011.

Furthermore, so the plaintiff, Defendants also agreed to lock-up the deal with, among other things, a “no solicitation” clause that prevents Archipelago Learning from soliciting and, subject to certain exceptions, providing confidential information to potential competing bidders and a provision that required Archipelago Learning to pay PLATO Learning a termination fee of $10,184,134 in the event that Archipelago Learning terminates the deal in favor of a superior offer from an unsolicited buyer.