Lawsuit Overview
An investor in Blackboard Inc. (NASDAQ:BBBB) filed a lawsuit in State Court against directors of Blackboard in effort to stop the buyout.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties owed Blackboard (NASDAQ:BBBB) investors arising out of their attempt to sell Blackboard too cheaply via an unfair process to Providence Equity Partners.
On Friday, July 1, 2011, Blackboard Inc. (NASDAQ: BBBB) announced it has entered into a definitive agreement under which Blackboard will be acquired by an investor group led by affiliates of Providence Equity Partners in an all-cash transaction valued at approximately $1.64 billion, plus the assumption of approximately $130 million in net debt. Under the proposed transaction, Blackboard shareholders will receive $45.00 in cash for each share of Blackboard common stock they hold. Blackboard Inc said the offer represents a 21 percent premium over the closing price of $37.16 per share on April 18, 2011, the day before Blackboard publicly announced that it was evaluating strategic alternatives.
However, the plaintiff alleges that the $45 offer undervalues Blackboard Inc. In fact following the takeover news shares of Blackboard Inc (BBBB) rose from as high as $43.84 the day before the announcement to $44.17 on Friday, leaving stockholders in NASDAQ: BBBB shares with only a meager premium. Further, Blackboard shares jumped from $37.26 to over $50 already on April 19, 2011 after Blackboard (NASDAQ: BBBB) announced on April 19, 2011, that it is evaluating the offers to acquire the company as well as strategic alternatives. Additionally Blackboard stock traded as high as $48.80 per share as recently as April 21, 2011 and at least one industry analyst has set a target price of $55.00 for Blackboard stock. The plaintiff claims that at least one analyst believes that Blackboard is worth at least $50 to $65 per share as a takeover target.
Furthermore Blackboard’s 12months Total Revenue increased from $239.45million in 2007 to $447.32million in 2010. Its Net Income increased to $16.64million in 2010. Its first quarter Revenue rose from $101.07million for the first quarter in 2010 to $118.76million for the first quarter in 2011.