Investigation Overview
An investigation on behalf of current investors in ev3 Inc. (NASDAQ:EVVV) concerning shareholder claims over possible breaches of fiduciary duty by the board of directors of ev3 Inc. 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 ev3 Inc. arising out of their attempt to sell ev3 Inc. (NASDAQ:EVVV) to Covidien plc.
ev3 Inc., located in Plymouth, MN, is a global endovascular company focused on identifying and treating peripheral vascular disease, including, in particular, lower extremity arterial disease and neurovascular disease. ev3 Inc. reported in 2007 Total Revenue of $284.18million, in 2008 $42.13million, and in 2009 $449.07million.
On Tuesday, June 1, 2010, ev3 Inc. (NASDAQ: EVVV) and Covidien plc (NYSE: COV) announced that they have signed a merger agreement under which Covidien will acquire all of the outstanding shares of ev3 Inc. (EVVV) for $22.50 per share in cash, for a total of $2.6 billion, net of cash acquired. The Boards of Directors of both companies have unanimously approved the transaction and all of the directors and executive officers of ev3 have confirmed their intention to tender all shares held by them into the offer, and certain stockholders affiliated with Warburg, Pincus Equity Partners LP, holding approximately 24% of ev3's outstanding common stock, have also entered into agreements with Covidien to tender their shares.
Shares of ev3 Inc. (EVVV) traded after the announcement at $22.24 per share, and at $19.10 per share the trading day before the news.
The investigation by a law firm concerns whether the ev3 Inc. Board of Directors breached their fiduciary duties to ev3 Inc. (NASDAQ:EVVV) 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 ev3 Inc. (NASDAQ:EVVV), and whether Covidien plc is underpaying for ev3 Inc. (EVVV), thus unlawfully harming ev3 (EVVV) stockholders.