Investigation Overview
San Diego, Sept. 8, 2011 (Shareholders Foundation) -- The announcement by PerkinElmer, Inc that is wants to acquire all of the outstanding common stock of Caliper Life Sciences Inc. for $10.50 per NASDAQ:CALP share prompted an investigation on behalf of investors of Caliper Life Sciences Inc. (NASDAQ: CALP) concerning whether the offer to acquire Caliper Life Sciences and the buyout process would be unfair to investors of Caliper Life Sciences (CALP) and whether certain of its officers and directors or others breach their fiduciary duties owed investors in NASDAQ CALP shares.
The investigation by a law firm concerns whether Caliper Life Sciences, certain of its officers and directors, and/or others breach their fiduciary duties owed to Caliper Life Sciences Inc. (NASDAQ:CALP) investors in connection with the proposed acquisition.
On September 8, 2011, PerkinElmer, Inc. (NYSE: PKI) announced that it has signed a definitive agreement to acquire Caliper Life Sciences, Inc. (NASDAQ: CALP) for $10.50 per share, for a total net purchase price of approximately $600 million in cash.
PerkinElmer, Inc said that the $10.50 offerrepresents a premium of 42% for Caliper Life Sciences shareholders, relative to the closing price of $7.39 on Wednesday, September 7, 2011, the last trading day prior to the announcement on Setp 8, 2011.
Following the takeover news shares of Caliper Life Sciences Inc. (Public, NASDAQ:CALP) jumped from $7.39 per share on Wednesday to $10.43 on Thursday.
However, shares of Caliper Life Sciences traded as recently as July 21, 2011 at $8.53 per share, thus reducing the premium to CALP stockholders to roughly 18%
Therefore the investigation concerns whether PerkinElmer, Inc would underpay for NASDAQ: CALP shares, thus unlawfully harming Caliper Life Sciences stockholders.
Additionally Caliper Life Sciences performance has been slightly increased recently. Even though Caliper Life Sciences annual Revenue declined from $140.71million in 07 to $123.70million in 2010 it was able to pull out of a Net Loss of $24.08million for 2007, respectively $68.29million in 2008, to a Net Income of $4.28million for 2010.
Thus the investigation concerns also whether the Caliper Life Sciences Board of Directors undertook an adequate sales process and in particular breached their fiduciary duties to Caliper Life Sciences Inc. (NASDAQ:CALP) shareholders by failing to adequately shop the Company before entering into the transaction. A potential securities class action lawsuit would seek to maximize the amount of money and information NASDAQ:CALP shareholders would receive in a buyout, so the law firm.