Investigation Overview
After Honeywell Intl Inc. announced that it signed an agreement to acquire EMS Technologies, Inc. for $33 per ELMG share in cash an investigation on behalf of investors of EMS Technologies, Inc. (NASDAQ: ELMG) concerning whether the offer to take over EMS Technologies and the sale process are unfair to investors of EMS Technologies and whether certain of its officers and directors or others breached their fiduciary duties owed investors in NASDAQ: ELMG shares.
The investigation by a law firm concerns whether the EMS Technologies Inc., certain of its officers and directors, and/or others breached their fiduciary duties owed to EMS Technologies (NASDAQ:ELMG) investors in connection with the proposed takeover.
On Monday, June 13, 2011, Honeywell International Inc. (NYSE: HON) announced that it has signed an agreement to acquire EMS Technologies, Inc. (NASDAQ: ELMG) for $33 per share in cash, or an aggregate purchase price of approximately $491 million, net of cash acquired.
Following the takeover announcement shares of EMS Technologies, Inc. (NASDAQ:ELMG) jumped from $24.94 per share on Friday to $32.86 per share on Monday, June 13, 2011.
On April 19, 2011, EMS Technologies, Inc. already announced it is exploring strategic alternatives it has received inquiries from potentially interested acquirers. EMS Technologies its Board of Directors will evaluate the existing inquiries and seek proposals from other potentially interested parties. Following the announcement on April 19, 2011 ELMG shares rose to almost $25 per share.
However, EMS Technologies has performed well for its investors in the past. EMS Technologies 12months Total Revenue rose from $287.88million in 2007 to $355.23million in 2010. Its first quarter Revene increased from $82.90million for the first quarter in 2010 to $85.04million for the first quarter in 2011. Its quarterly Net Income rose from $0.59 in the first quarter in 2010 to $2.39million for the first quarter in 2011.
Therefore the investigation monitors the proposed transaction and concerns whether the EMS Technologies Board of Directors undertook an adequate and fair sales process to obtain fair and maximized consideration for all shareholders of the EMS Technologies, Inc. (NASDAQ:ELMG) and in particular breached their fiduciary duties to the EMS Technologies (ELMG) shareholder by failing to adequately shop the Company before entering into the transaction.
The investigation concerns also whether Honeywell would underpay for NASDAQ:ELMG shares, thus unlawfully harming EMS Technologies stockholders.
A potential securities class action lawsuit would seek to maximize the amount of money and information NASDAQ: ELMG shareholders would receive in a buyout, so the law firm.