Investigation Overview
August 28, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Dot Hill Systems Corp. (NASDAQ:HILL), was announced concerning whether the takeover of Dot Hill Systems Corp. by Seagate Technology plc is unfair to NASDAQ:HILL stockholders.
The investigation by a law firm concerns whether certain officers and directors of Dot Hill Systems Corp. breached their fiduciary duties owed to NASDAQ:HILL investors in connection with the proposed acquisition.
On August 18, 2015, Seagate Technology plc (NASDAQ: STX) and Dot Hill Systems Corp. (NASDAQ:HILL) announced that they have entered into an agreement under which a wholly-owned indirect subsidiary of Seagate will commence a tender offer for all of the outstanding shares of Dot Hill Systems Corp. (NASDAQ:HILL) in an all-cash transaction valued at $9.75 per share, or a total of approximately $694 million on a fully-diluted equity value basis.
However, given that at least one analyst has set the high target price for NASDAQ:HILL shares at $10.00 per share, the investigation concerns whether the offer is unfair to NASDAQ:HILL stockholders. More specifically, the investigation concerns whether the Dot Hill Systems 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.
Dot Hill Systems Corp. reported that its annual Total Revenue rose from $195.83 million in 2011 to $217.66 million and that its Net Loss of $2.02 million in 2011 turned into a Net Income of $8.05 million in 2014.
Shares of Dot Hill Systems Corp. (NASDAQ:HILL) grew from $2.14 per share in September 2013 to as high as $7.43 per share in June 2015.