Investigation Overview
The announcement of a proposed takeover of Hughes Communications Inc. prompted an investigation on behalf of investors in Hughes Communications Inc. (NASDAQ:HUGH) shares questioning a potential unfairness of the takeover and possible breaches of fiduciary duties by certain Hughes Communications officers and directors.
The investigation by a law firm concerns possible breaches of fiduciary duties by certain officers and directors at Hughes Communications Inc. arising out of their attempt to sell Hughes Communications to EchoStar Corp.
On January 20, 2011, a media report citing people familiar with the matter said Hughes Communications Inc hired Barclays Capital to advise on a sale of the company.
Shares of Hughes Communications Inc. (Public, NASDAQ:HUGH) increased from $41 per share on January 13 to $63.83 per share on January 24, 2011. Last week shares of Hughes Communications traded as high as $63 per share and closed last weeks trading at $61.78 per share.
Then on Monday, Feb 14, 2011, Hughes Communications, Inc. (NASDAQ: HUGH) and EchoStar Corporation (NASDAQ: SATS) announced an agreement pursuant to which EchoStar Corp. will acquire all of the outstanding equity of Hughes Communications and its subsidiaries including its main operating subsidiary, Hughes Network Systems, LLC in a transaction valued at approximately $2 billion, including Hughes Communications debt expected to be refinanced in connection with the transaction. Under the terms of the transaction, Hughes Communications' shareholders will receive $60.70 per share without interest. Hughes Communications, Inc said the offer represents a premium of 31% over Hughes' unaffected closing share price of $46.43 on January 19, 2011
Shares of Hughes Communications Inc. (Public, NASDAQ:HUGH) dropped on Monday, Feb 14, in response to the takeover announcement under $60 per share.
Investment funds affiliated with Apollo Management IV, L.P., who own a majority of Hughes Communications' outstanding stock, have already approved the transaction by entering into a written shareholder consent.
Therefore the investigation concerns whether Hughes Communications Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Hughes Communications Inc. (NASDAQ:HUGH) and specifically whether the Hughes Communications board of directors breached their fiduciary duties to Hughes Communications Inc. (NASDAQ HUGH) shareholder by failing to adequately shop the Company before entering into this transaction. The investigation concerns also whether EchoStar Corporation is underpaying for HUGH shares, thus unlawfully harming HUGH stockholders. The offered price is a 4% discount to the most recent closing prices and a 1.7% discount to Hughes Communicationss trading price the day immediately preceding the announcement of the transaction, and at least one analyst has set a target price of $65 for the NASDAQ: HUGH shares. In addition Hughes Communications Inc. performed exceptionally well for its shareholders.
Hughes Communications 12months Total Revenue went from $858.70million in 2006 to $1,009.70million in 2009. For the first three quarters in 2010 Hughes Communications Inc. reported a combined nine months Total Revenue of $761.84million.
A potential class action lawsuit would seek to maximize the amount of money and information HUGH shareholders would receive in a buyout, so the law firm.