May 8, 2013 (Shareholders Foundation) - An investigation on behalf of investors in BMC Software, Inc. (NASDAQ:BMC) shares was announced concerning whether the offer by Bain Capital and Golden Gate Capital together with GIC Special Investments Pte Ltd and Insight Venture Partners to acquire BMC Software, Inc. for $46.25 per NASDAQ:BMC share and the takeover process are unfair to investors in BMC Software shares.

The investigation by a law firm concerns whether certain officers and directors of BMC Software, Inc. breached their fiduciary duties owed to NASDAQ:BMC investors in connection with the proposed acquisition.

On May 6, 2013, BMC Software, Inc. announced that it has signed an agreement to be acquired by a private investor group led by Bain Capital and Golden Gate Capital together with GIC Special Investments Pte Ltd and Insight Venture Partners (collectively, the Investor Group). Under the terms of the agreement, affiliates of the Investor Group will acquire all outstanding BMC Software, Inc. common stock for $46.25 per share in cash, or approximately $6.9 billion.

However, given that at least one analyst has set the high target price for NASDAQ:BMC shares at $52.00 per share, the investigation a law firm concerns whether the offer is too low for NASDAQ:BMC stockholders. More specifically, the investigation focuses on whether the BMC Software Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.

BMC Software, Inc. reported that its Total Revenue rose from over $1.87 billion for the 12 months period that ended on March 31, 2009 to over $2.17 billion for the 13 months period that ended on March 31, 2012. Furthermore, shares of BMC Software, Inc. (NASDAQ:BMC) traded in 2011 as high as $56.17 per share.

On May 6, 2013, NASDAQ:BMC shares closed at $45.35 per share.