April 19, 2016 (Shareholders Foundation) - An investor who currently holds shares of Cascade Microtech, Inc. (NASDAQ:CSCD), filed a lawsuit in effort to halt the proposed takeover of Cascade Microtech, Inc. by FormFactor, Inc for a value of $21.13 per share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:CSCD stockholders by agreeing to sell Cascade Microtech, Inc. too cheaply via an unfair process to FormFactor, Inc.

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 FormFactor’s stock on February 3, 2016, of $7.85.

However, plaintiff claims that the proposed consideration NASDAQ:CSCD shareholders will receive is grossly inadequate and undervalues Cascade Microtech, Inc. Indeed, 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. In addition, the plaintiff alleges that the process is also unfair to NASDAQ:CSCD stockholders. The plaintiff says that the defendants agreed to preclusive deal protection devices, such as a non-solicitation, matching rights provision and a $10.83 termination fee provision, that deter other bidders from making a superior offer for Cascade Microtech, Inc