Investigation Overview
The announcement by Celera Corporation that its board of directors agreed to a takeover by Quest Diagnostics Inc. immediately prompted investigations on behalf of investors of Celera Corporation (NASDAQ:CRA) concerning potential unfairness of the takeover and possible breaches of fiduciary duty.
The investigations by law firms concers whether certain directors and officers at Celera Corporation (NASDAQ: CRA) or others breached or will breach their fiduciary duties in connection with proposed buyout.
On Friday, March 18, 2011, Celera Corporation (NASDAQ CRA) and Quest Diagnostics Incorporated (NYSE: DGX) announced that they have entered into a merger agreement under which Quest Diagnostics will acquire Celera Corp. for $8 per share, representing a transaction value of approximately $344 million, net of $327 million in acquired cash and short-term investments.
Indeed, shares of Celera Corp. (NASDAQ:CRA) traded before the announcement under $8 at roughly $6.31per share, but succeeded the $8 offer and closed on Friday at $8.40.
In addition historic stock prices were significantly higher than the current offer. CRA shares traded over $10 during 2009 and over $16 during 2008. In addition Celera Corporation for its investors was increasing. Celera Corps 12months Total Revenue surged from $43.37million reported on June 30, 2007 to $167.10million reported on December 26, 2009.
Therefore the investigation monitors and concerns whether Celera Board of Directors undertook an adequate and fair sales process to obtain the maximized consideration for all shareholders of Celera Corporation (NASDAQ:CRA) and breached or will breach their fiduciary duties Celera Corp (CRA) investors by failing to adequately shop the Company before entering into the transaction. The investigation concerns also whether Quest Diagnostics Incorporated would underpay for NASDAQ:CRA shares, thus unlawfully harming CRA investors. A potential class action lawsuit would seek to maximize the amount of money and information for NASDAQ: CRA stockholders would receive in a buyout, so the law firm.