Investigation Overview
After Ebay Inc. proposed a takeover of GSI Commerce, Inc. at $29.25 per GSIC shares an investigation on behalf of investors in GSI Commerce (NASDAQ:GSIC) over possible breaches of fiduciary duty was announced.
The investigation by a law firm concerns whether certain directors and officers at GSI Commerce, Inc. or others breached their fiduciary duties in connection with proposed takeover.
On Monday, March, 28, 2011, eBay Inc. announced that it has agreed to acquire GSI Commerce (NASDAQ: GSIC), for $29.25 a share, or total consideration of approximately $2.4 billion. eBay Inc said the offer represents a 51 percent premium over GSIs March 25, 2011, closing price and a 47 percent premium over the average closing price of GSI Commerce common stock over the 30 trading days prior to March 28, 2011.
Indeed, shares of GSI Commerce, Inc. (GSIC) jumped in response of the buyout new over 50% from $19.52 on Friday to $29.45 per share on Monday, March 28.
However, shares of GSI Commerce, Inc. (NASDAQ:GSIC) traded as recently as November 2010 as high as $26.11 per share, leaving certain GSIC stockholders with only a meager premium. In addition GSIC shares traded during July 2010 as high as $31.10 per share, thus asking investors who purchased their shares during July 2010 to hand over their shares at a discount.
Furthermore, the financial performance from GSI Commerce, Inc. for its investors has been increaseing over the past years. GSI Commerces 12months Total Revenue went from $749.96million reported on December 29, 2007 to $1,357.99million reported on January 1, 2011.
Therefore the investigation monitors and concerns whether GSI Commerce Board of Directors undertook an adequate and fair sales process to obtain the maximized consideration for all shareholders of GSI Commerce, Inc. (NASDAQ:GSIC) and breached their fiduciary duties to GSI Commerce (GSIC) investors by failing to adequately shop the Company before entering into the transaction. The investigation concerns also whether ebay, Inc.. would underpay for NASDAQ:GSIC shares, thus unlawfully harming GSI Commerce investors. A potential class action lawsuit would seek to maximize the amount of money and information for NASDAQ:GSIC stockholders would receive in a buyout, so the law firm.