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ev3 Inc. Investors File Lawsuit Against Takeover by Covidien

  • If you currently hold shares of ev3 Inc. (NASDAQ:EVVV), you have certain options and you should contact the Shareholders Foundation, Inc.

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Lawsuit Overview

Company
ev3 Inc.
Security
NASDAQ: EVVV

Case Name
ev3 Deal Case 06/24/2010
Type of Lawsuit
Mergers and Acquisition
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Summary

JULY 2010 - ev3 Inc. announced that it has reached an agreement with the plaintiffs to settle the claims asserted in the purported stockholder class action lawsuits related to Covidien's proposed acquisition of ev3.
The cases are being heard in the District Court for the State of Minnesota, Hennepin County and the Court of Chancery of the State of Delaware.

The memorandum of understanding provides, among other things, that ev3 shall make supplemental disclosures to its Solicitation/Recommendation Statement on Schedule 14D-9 and make certain amendments to the merger agreement related to Covidien's proposed acquisition of ev3.

JUNE 2010 - An EVVV investor filed a lawsuit in Delaware Court on behalf of current investors in ev3 Inc. (NASDAQ:EVVV) alleging possible breaches of fiduciary duty by the board of directors of ev3 Inc. in connection with the takeover offer for ev3 by Covidien. The lawsuit seeks to block Covidien, ev3 deal.

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.

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.

According to the complaint the plaintiff alleges breaches of fiduciary duty by the Board of Directors of ev3 Inc. arising out of their attempt to sell ev3 Inc. (NASDAQ:EVVV) to Covidien plc.