Investigation Overview
February 5, 2016 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Cascade Microtech, Inc. (NASDAQ:CSCD), was announced concerning whether the takeover of Cascade Microtech, Inc. by FormFactor, Inc for a value of $21.13 per share is unfair to NASDAQ:CSCD stockholders.
The investigation by a law firm concerns whether certain officers and directors of Cascade Microtech, Inc. breached their fiduciary duties owed to NASDAQ:CSCD investors in connection with the proposed acquisition.
On February 4, 2016, FormFactor, Inc. (NASDAQ: FORM) and Cascade Microtech, Inc. (NASDAQ:CSCD) announced that they have entered into an agreement under which FormFactor will acquire all outstanding Cascade Microtech, Inc. (NASDAQ:CSCD) shares in a cash and stock transaction. Under the terms of the transaction for each share of Cascade Microtech, Inc. (NASDAQ:CSCD) stock held, Cascade Microtech, Inc. (NASDAQ:CSCD) stockholders will be entitled to receive $16.00 in cash and 0.6534 of a share of FormFactor common stock, subject to the terms of the merger agreement. The transaction values Cascade Microtech, Inc. (NASDAQ:CSCD) at $21.13 per share, or $352 million in equity value based on the closing price of FormFactors stock on February 3, 2016, of $7.85.
However, the investigation concerns whether the offer is unfair to NASDAQ:CSCD stockholders. More specifically, the investigation concerns whether the Cascade Microtech 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.
Cascade Microtech, Inc. reported that its annual Total Revenue rose from $104.61 million in 2011 to $136.02 million in 2014 and that its Net Loss of $3.80 million in 2011 turned to a Net Income of $9.93 million in 2014.