Investigation Overview
An investigation on behalf of current investors I-Flow Corporation (Public, NASDAQ:IFLO), who purchased the shares before October 9, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price were announced.
The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of I-Flow Corporation (Public, NASDAQ:IFLO) arising out of their attempt to sell I-Flow Corporation (NasdaqGM: IFLO) to Kimberly-Clark Corporation.
On October 09, 2009 I-Flow Corporation (NASDAQ: IFLO) and Kimberly-Clark Corporation (NYSE: KMB) announced a definitive agreement whereby I-Flow will be acquired in a cash tender offer for approximately $324 million on a fully diluted basis. Under the proposed terms of the agreement, Kimberly-Clark will commence a tender offer to purchase all outstanding shares of I-Flow at $12.65 per share and the Boards of Directors of both companies have unanimously approved the transaction. I-Flow Corporation announced that the tender offer price represents a 31 percent premium to I-Flow's most recent 60-day average share price and is conditioned on the tender of a majority of the outstanding shares of I-Flow's common stock, calculated on a fully diluted basis.
But according to an investigation by a law firm the transaction appears to be unfair to current investors of I-Flow Corporation (NASDAQ:IFLO) because the offer to purchase I-Flow Corporation (NASDAQ:IFLO) at $12.65 per share appears opportunistically timed to take advantage of the current economic downturn and represents no premium to IFLO investors as in part, given that I-Flow stock was trading at $12.45 a share as recently as October 5, 2009 and $12.14 on September 28, 2009.. The investigation concerns whether the consideration to be paid to IFLO shareholders is grossly unfair, inadequate, and substantially below the fair or inherent value of IFLO and whether the directors of IFLO, including any special committee members, may have breached their fiduciary duties by not acting in IFLO shareholders' best interests in connection with the sale process of IFLO and the Company may not have adequately shopped itself around before entering into this transaction and, pursuant to this proposed transaction, Kimberly-Clark may be underpaying for I-Flow, thus unlawfully harming I-Flow shareholders.
I-Flow Corporation, located in Lake Forest, California, is engaged in designing, developing and marketing drug delivery systems and surgical products for post-surgical pain relief and surgical site care. The Companys products are used in hospitals, free-standing surgery centers, homes and other settings. I-Flow Corporation reported in 2007 Total Revenue of $116.47million with a Net Income $41.23million and in 2008 Total Revenue of $133.06million. Shares of I-Flow Corporation (NASDAQ:IFLO) traded at $12.64 per share after the announcement and at $12.04 per share the day before the announcement and at $12.47 per share on Monday October 05, 2009. IFlo shares were down from its 52 weekHigh of $12.95 per share. IFLO shares reached $15.84 per share in 2008 and $19.55 per share in 2007. .