May 14, 2012 (Shareholders Foundation) -- An investor in NASDAQ:ERT shares filed a lawsuit against directors of eResearch Technology, Inc in effort to stop the proposed takeover of eResearch Technology, Inc by affiliates of Genstar Capital LLC for $8.00 per NASDAQ:ERT share.
The plaintiff claims that the defendants breached their fiduciary duties owed to NASDAQ:ERT stockholders arising out of the attempt to sell eResearchTechnology, Inc. too cheaply via an unfair process to Genstar Capital LLC.

On April 10, 2012, eResearchTechnology, Inc. announced that it has entered into an agreement to be acquired by affiliates of Genstar Capital LLC for $8.00 per share in cash in a transaction valued at approximately $400 million.

However, the plaintiff says that the $8offer significantly undervalues NASDAQ:ERT shares. In fact, NASDAQ:ERT traded as recently as Tuesday, April 3, 2012, as high as $8.15 per share, thus well above the current offer. In addition at least one analyst has set the high target price for NASDAQ:ERT shares at $11.00 per share, thus significantly above the current offer of $8.00 per share.

Furthermore, the plaintiff claims that the board of eResearchTechnology, has failed to adequately fulfill its fiduciary duties to the shareholders by, among other things, failing to ensure that they will receive maximum value for their shares, failing to conduct an appropriate sale process, and by agreeing to onerous terms in the merger agreement with Genstar Capital LLC, such as a no solicitation and a $11miullion termination fee provision, that will dissuade or otherwise preclude the emergence of a superior offer at the expense of NASDAQ:ERT stockholders.