Investigation Overview
Following the announcement by Gerber Scientific, Inc. it agreed to an acquisition by Vector Capital Corp. an investigation on behalf of investors of Gerber Scientific, Inc. (NYSE: GRB) concerning whether the offer to take over the Gerber Scientific and the sale process are unfair to investors of Gerber Scientific (NYSE: GRB) and whether certain of its officers and directors or others breached their fiduciary duties owed investors in NYSE:GRB was announced.
The investigation by a law firm concerns whether the Gerber Scientific, Inc. (Public, NYSE:GRB, certain of its officers and directors, and/or others breached their fiduciary duties owed to Gerber Scientific, Inc. (Public, NYSE:GRB) investors in connection with the proposed takeover.
On Monday, June 13, 2011, Gerber Scientific, Inc. (NYSE: GRB) and Vector Capital Corporation announced that they have entered into a merger agreement under which funds affiliated with Vector will acquire Gerber Scientific, Inc.
Under the terms of the merger agreement, NYSE: GRB shareholders of Gerber Scientific will receive $11.00 per GRB share in cash, or approximately $281.8 million in total. In addition to the cash payment, each shareholder of Gerber Scientific Inc. will receive for each share they own a non-transferable right to receive contingent cash payments at future times, if recoveries are made pursuant to certain litigation claims in respect of U.S. Patent 5,537,135 (a computerized 'print to cut' technology patent).
Gerber Scientific, Inc said the offer represents a 24% premium to Gerber Scientific's average closing share price over the last 30 days and a 35% premium to the closing share price on Friday, June 10, 2011.
In fact, shares of Gerber Scientific, Inc. (Public, NYSE:GRB) increased in response to the takeover news from $8.26 on Friday to $10.94 per GRB shares on Monday, June 13, 2011.
However GRB stock traded as recently as May 31 at $9.69 and on April 6, 2011 as high as $9.84 per share, leaving Gerber Scientific investors with only a meager premium. Additionally Gerber Scientific performance has been increasing lately. Gerber Scientific 12months Total Revenue over the past four years ranged between $458.36million and $594.30million. However for the first quarter in 2011 Gerber Scientific, Inc. reported increased quarterly Revenue of $11.95million compared to $99.22million a year earlier. Its quarterly Net Income for the first quarter rose from a Net Loss of $0.81million for the first quarter in 2010 to a Net Income of $1.73million in the first quarter in 2011.
Therefore the investigations monitor the proposed transaction and concern whether the Gerber Scientific, Board of Directors undertook an adequate and fair sales process to obtain fair and maximized consideration for all shareholders of the Gerber Scientific, Inc. (NYSE:GRB) and in particular breached their fiduciary duties to the Gerber Scientific (GRB) shareholder by failing to adequately shop the Company before entering into the transaction.
The investigation concerns also whether Vector Capital Corporation would underpay for NYSE: GRB shares, thus unlawfully harming Gerber Scientific stockholders. A potential securities class action lawsuit would seek to maximize the amount of money and information Gerber Scientific (NYSE GRB) shareholders would receive in a buyout, so the law firm.