Investigation Overview
After Blackboard Inc. said it has received unsolicited, non-binding proposals to acquire Blackboard Inc. an investigation on behalf of investors of Blackboard Inc. (Public, NASDAQ:BBBB) monitoring a potential takeover in connection with possible breaches of fiduciary duties was announced.
The investigation by a law firm concerns whether Blackboard Inc. and certain of its officers and directors or others will breach or breached their fiduciary duties owed to Blackboard Inc. (NASDAQ:BBBB) investors in connection with a potential buyout or in the event of a takeover.
Blackboard shares jumped from $37.26 to over $50 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. Blackboard said it has retained Barclays Capital as its financial advisor in response to receiving unsolicited, non-binding proposals to acquire Blackboard Inc.
However, given that Blackboard Inc. has performed well for its investors in the past, the investigation by a law firm questions whether a potential sale process and the potential price would be unfair to the shareholders of Blackboard Inc. (NASDAQ:BBBB). Blackboards 12months Total Revenue increased from $239.45million in 2007 to $447.32million in 2010. Its Net Income increased to $16.64million in 2010.
The investigation focuses whether the Blackboard board of directors will undertake an adequate and fair sales process to obtain fair consideration for all shareholders of Blackboard Inc. (NASDAQ:BBBB) and will breach their fiduciary duties to Blackboard (BBBB) shareholder by failing to adequately shop the Company before entering into any transaction. In addition the investigation seeks also to determine if any officer, director or any insiders violated any laws in connection with a potential takeover. The investigation concerns also whether the acquirer would underpay for NASDAQ:BBBB shares, thus unlawfully harming Blackboard investors. A potential class action lawsuit would seek to maximize the amount of money and information Blackboard shareholders would receive in a buyout, so the law firm.