Investigation Overview
January 6, 2017 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of CEB Inc. (NYSE:CEB), was announced concerning whether the takeover of CEB Inc. by Gartner, Inc for a value of approximately $77.25 per share is unfair to NYSE:CEB stockholders.
The investigation by a law firm concerns whether certain officers and directors of CEB Inc. (NYSE:CEB breached their fiduciary duties owed to CEB Inc. (NYSE:CEB investors in connection with the proposed acquisition.
On January 5, 2017, Gartner, Inc. (NYSE: IT) and CEB Inc. (NYSE:CEB) announced that they have entered into an agreement whereby Gartner will acquire all of the outstanding shares of CEB Inc. (NYSE:CEB) in a cash and stock transaction valued at approximately $2.6 billion.
Under the terms of the agreement, CEB Inc. (NYSE:CEB) shareholders will receive $54.00 in cash and 0.2284 shares of Gartner common stock for each share of CEB Inc. (NYSE:CEB) common stock they own, or a value of approximately $77.25 per share.
However, given that NYSE:CEB shares traded as high as $89.98 per share in 2015, the investigation concerns whether the offer is unfair to NYSE:CEB stockholders. More specifically, the investigation concerns whether the CEB 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.
CEB Inc. reported that its annual Total Revenue rose from $908.97 million in 2014 to $928.43 million in 2015 and that its Net Income increased from $51.17 million in 2014 to $92.53 million in 2015.