Lawsuit Overview
On Monday, Dec. 20,2010, Delaware Judge Vice Chancellor J. Travis Laster of the Delaware Chancery Court delayed a vote by ARTG investors over the Oracle Corp.’s offer to take over Art Technology Group Inc. Vice Chancellor Laster reportedly said plaintiffs and other shareholders needed more information on Oracle’s past dealings with ATG Technology's investment banker Morgan Stanley.
An investor in Art Technology Group shares previously filed a lawsuit in State Court against directors of Art Technology Group for allegedly selling the company too cheaply to Oracle Corp.
According to the complaint the plaintiff alleges that the Art Technology’s board of directors breached their fiduciary duties owed to Art Technology Group, Inc. (NASDAQ:ARTG) investors by their attempt to sell Art Technology Group via an unfair process at an unfair price to Oracle Corp.
Art Technology Group, Inc. (NASDAQ: ARTG) had announced that it has agreed to be acquired by Oracle Corporation for $6.00 per share in cash, or approximately $1.0 billion.
Shares of Art Technology Group, Inc. (NASDAQ: ARTG) traded before the announcement at roughly $4.20 per share and increased in response to the buyout news to $5.95 per share.
But the plaintiff alleged, among other things, that the board of directors breached its fiduciary duties to the shareholders by failing to ensure that they will receive maximum value for their shares, by failing to conduct an appropriate sale process, by agreeing to onerous terms in the merger agreement such as a no solicitation and $33.5million termination fee provision, by facilitating Art Technology directors and executive officers’ entry into voting agreements with Oracle Corp, and by amending the Art Technology shareholder rights plan to exclude Oracle Corp and the proposed transaction from its scope.
Art Technology Group’s 12 month Total Revenue went from $103.23million in 2006 to $179.38million in 2009. Its Net Income went from $9.70million in 2006 to $16.80million in 2009. Art Technology reported in the first two quarters in 2010 $44.72million, respectively, $49.16million in total revenue. Its Net Income for the first quarter in 2010 was $2.06million, and for the second quarter $4.17million. ATG's revenue for the third quarter of 2010 grew to $50.3 million, a 16% increase over third quarter 2009 revenue of $43.4 million. Net income in accordance with GAAP for the third quarter of 2010 was $4.2 million.