December 16, 2013 (Shareholders Foundation) - An investor, who currently hold shares of shares of Innotrac Corporation (NASDAQ:INOC) filed a lawsuit in effort to halt the proposed takeover of Innotrac Corporation by an affiliate of Sterling Partners for $8.20 per share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:INOC stockholders arising out of the attempt to sell Innotrac Corporation too cheaply via an unfair process to an affiliate of Sterling Partners.

On November 14, 2013 Innotrac Corporation announced that it has entered into a merger agreement with an affiliate of Sterling Partners, providing for the acquisition of all of the outstanding shares of Innotrac for $8.20 per share in cash.

However, the plaintiff alleges that the $8.20-offer is too low and undervalues Innotrac Corporation. Indeed, NASDAQ:INCO shares reached $8.25 per share on November 11, 2013. Furthermore, Innotrac Corporation reported that its annual Total Revenue increased from $79.62 million in 2010 to $107.69 million in 2012 and that its Net Loss of $2.69 million in 2010 turned into a Net Income of $3.48 million in 2012. Shares of Innotrac Corporation grew from $0.83 per share in 2010 to as high as $8.25 per share on November 11, 2013.

In addition the plaintiff alleges that the process is also unfair to NASDAQ:INOC investors. In fact, Scott Dorfman, the Company’s CEO, Chairman and largest shareholder, has already entered into a contribution and support agreement pursuant to which he has agreed to contribute all of his shares, representing approximately 44% of the Company’s outstanding common stock, to the purchaser.

On December 16, 2013, NASDAQ:INOC shares closed at $8.19 per share.