Investigation Overview
The proposed takeover of Herley Industries, Inc. by Kratos Defense & Security Solutions, Inc. has triggered investigations for investors in Herley Industries, Inc. (NASDAQ:HRLY) shares questioning whether the deal is unfair to HRLY stockholders and certain directors possibly breached their fiduciary duties.
The investigations by law firms concern possible breaches of fiduciary duties by certain officers and directors at Herley Industries, Inc. arising out of their attempt to sell Herley Industries to Kratos Defense & Security Solutions, Inc.
On Monday, February 7, 2011, after the market closed Herley Industries, Inc. (Nasdaq: HRLY) announced that Herley Industries has signed an agreement to be acquired by Kratos Defense & Security Solutions, Inc. (Nasdaq: KTOS) for $19.00 per share in cash for a total value of approximately $270 million.
Shares of Herley Industries, Inc. (Public, NASDAQ:HRLY) traded on Monday, Feb 7, as high as $16.66 per share and increased in response to the takeover announcement HRLY shares in after-hours trading to $18.80.
But HRLY shares traded as recently as January 14, 2011 as high as $18 per share leaving investors in Herley Industries shares with practically no premium. In addition Herley Industries performance for its investors increased over the past years. Herley Industries 52week Total Revenue went from $137.85million reported on July 29, 07 to $188.12million reported on August 1, 2010. Its Net Income went over the same time frame from $2.40million to $7.01million.
Therefore the investigations concern whether Herley Industries Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Herley Industries, Inc. (NASDAQ:HRLY) and specifically breached their fiduciary duties to Herley Industries (HRLY) shareholder by failing to adequately shop the Company before entering into this transaction. A potential class action lawsuit would seek to maximize the amount of money and information HRLY shareholders would receive in a buyout, so one law firm.