Investigation Overview
Only hours after DivX, Inc announced the takeover by Sonic Solutions an investigation on behalf of current investors in DivX, Inc. (NASDAQ:DIVX) over possible breaches of fiduciary duty by the board of directors of DivX, Inc. for selling DivX Inc too cheap was announced.
The investigation by law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of DivX arising out of their attempt to sell DivX, Inc. (NASDAQ:DIVX) to Sonic Solutions.
DivX, Inc., located in San Diego, California, is a digital media company. It creates, distributes and licenses digital video technologies that span the three screens comprising consumer media environment, the personal computer (PC), the television and mobile devices. DivX, Inc. reported in 2007 Total Revenue of $84.86million, in 2008 $93.91million, and in 2009 $70.61million.
On Wednesday, June 02, 2010, DivX, Inc. (Nasdaq: DIVX) and Sonic Solutions(R) (Nasdaq: SNIC) announced that they have signed a merger agreement for Sonic Solutions to acquire DivX, Inc., under which Sonic Solutions would acquire all the outstanding shares of DivX and merge DivX operations into those of Sonic. DivX stockholders would receive a combination of cash and stock equal to $3.75 in cash and 0.514 shares of Sonic common stock for each share of DivX they hold. Based on Sonic Solutions closing price on June 01, 2010, of $ 11.83 per share 0.514 shares represent $6.08062. Thus DivX investors would receive an equivalent of $9.83 per DIVX share they own. According to DivX, Inc its boards of directors approved the agreement
Shares of DivX, Inc. (DIVX) traded in pre-market at $9.05 per share, and at $7.50 per share the trading day before the announcement. But DIVX shares are down from its 52weekHigh of $8.90 per share, $14.20 per share in 2008, and almost $24 per share in 2007.
The investigation by a law firm concerns whether the DivX, Inc. Board of Directors breached their fiduciary duties to DivX, Inc. (NASDAQ:DIVX) stockholders by failing to adequately shop the Company prior to entering into the agreement, whether the Board of Directors breached their fiduciary duties by not seeking a deal that would provide better value DivX (NASDAQ:DIVX), and whether Sonic Solutions is underpaying for DivX, Inc. (DIVX), thus unlawfully harming DIVX stockholders.