An investor in Diamond Mgt. & Technology Consultants In (NASDAQ:DTPI) has filed a lawsuit in State Court alleging breach of fiduciary duty by the members of the board of directors arising out of the attempt to sell Diamond Management & Technology Consultants too cheaply to PricewaterhouseCoopers.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duty by the attempt to sell Diamond Management & Technology Consultants through an unfair process at an unfair price. On Tuesday, Aug 24, 2010, Diamond Management & Technology Consultants, Inc. (Nasdaq: DTPI) and PricewaterhouseCoopers LLP announced that they have entered into a merger agreement whereby PricewaterhouseCoopers LLP will acquire all of the outstanding common shares of Diamond Management & Technology Consultants, Inc for $12.50 per share in cash or a transaction value of approximately $378million. According to Diamond Management & Technology Consultants its board of directors has approved the transaction and the offer represents a premium of 31% to Diamond's closing stock price of $9.54 on August 23, 2010.

But DTPI shares traded as early as August 03, 2010 at $10.91 per share, shrinking an adjusted premium to only 12.7%. In June 2010 DTPI shares traded even as high as $11.36 per share, leaving Diamond Management & Technology Consultants investors with only a meager premium of 9%. During 2007 Diamond Management & Technology Consultants shares traded at over $15 per share and at least one analyst has set a $14.00 price target for Diamond shares.

The plaintiff alleges that the offer undervalues Diamond Management & Technology Consultants, because while Diamond, like the rest of the market, experienced a stock price decline in late 2008 and early 2009, it has rebounded nicely thanks to record financial results. Indeed, in recent months its stock price has traded over 419% above its 2009 lows. Additionally the plaintiff claims, among other things, that defendants abused their power as directors and officer and agreed to the terms in merger agreement, like a $9million termination fee, a no shop/no talk clause, recurring unlimited matching rights, and voting agreements, that are designed to ensure the sale of Diamond Management & Technology Consultants to one buyer, and one buyer only - PricewaterhouseCoopers LLP - on terms preferential to PricewaterhouseCoopers.