Investigation Overview
An investigation on behalf of CPII investors concerning whether the offer to take over CPI International at $19.50 per share and sale process are unfair to investors of CPI International, Inc. (NASDAQ:CPII) and whether certain officers and directors at CPI Intl. breached their fiduciary duties was announced.
The investigation by a law firm concerns whether CPI International, Inc. and certain other of its officers and directors breached their fiduciary duties owed to investors of CPI International, Inc. (NASDAQ:CPII) in connection with the proposed takeover.
On Friday, November 26, 2010 CPI International, Inc. (Nasdaq: CPII) announced the signing of a merger agreement under which CPI International (CPI) will be acquired by an affiliate of Veritas Capital Fund IV for $19.50 per share in cash at a transaction value of approximately $525 million.
CPI International, Inc said the purchase price reflects a premium of approximately 35 percent over the closing price of CPII common stock on November 24, 2010, and 38 percent over the average closing price of the CPII common stock for the 90 days ending November 24, 2010.
Shares in the open market of CPI International, Inc. (NASDAQ: CPII) traded before the announcement at $14.50 per share and jumped in response to the takeover news to $19.31 per share.
But an investigation by a law firm concerns whether the sale process is unfair to the shareholders of CPI International, Inc. (NASDAQ:CPII) and whether the offer undervalues CPI International, Inc.
CPI International reported over the past four 52week filing periods relatively consistent Total Revenue ranging from $332.88million to $370.01million. Its Net Income over the same period ranged from $17.22million to lately $23.47million.
Therefore the investigation concerns whether the CPI Intl. Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of CPI International, Inc. (NASDAQ:CPII) and breached their fiduciary duties to CPI Intl, Inc. (CPII) shareholder by failing to adequately shop the Company before entering into the transaction.