Lawsuit Overview
February 23, 2015 (Shareholders Foundation) - An investor, who currently holds shares of Exelis Inc (NYSE:XLS), filed a lawsuit in effort to stop the proposed takeover of Exelis Inc by Harris Corporation at $23.75 per share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:XLS stockholders by agreeing to sell Exelis Inc too cheaply via an unfair process to Harris Corporation
On February 6, 2015, Harris Corporation (NYSE:HRS) and Exelis, Inc. (NYSE:XLS) announced an agreement under which Harris Corporation will acquire Exelis in a cash and stock transaction valued at $23.75 per share, or an approximately $4.75 billion enterprise value.
However, the plaintiff claims that the proposed consideration NYSE:XLS shareholders will receive is grossly inadequate and undervalues Exelis, Inc. Indeed, following the acquisition news NYSE:XLS shares jumped to $24.33 per share on February 6, 2015. In addition, the plaintiff claims that the process is also unfair to NYSE:XLS stockholders. The plaintiff claims that the proposed transaction contains certain deal protection devices, such as non-solicitation, a matching rights, and a termination fee provision, that unreasonably favor Harris Corporation and deter other bidders from making a higher offer for Exelis Inc.