San Diego, Nov. 11, 2011 (Shareholders Foundation) -- An investor in shares of interCLICK Inc (NASDAQ: ICLK) filed a lawsuit against the board of directors in effort to block the proposed sale to Yahoo! Inc. for $9 per share.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties arising out of the attempt to sell INterclick at an unfair price via an unfair process.

On Tuesday, Nov. 1, 2011, interclick, inc. (NASDAQ: ICLK) and Yahoo! Inc. (NASDAQ: YHOO) announced an agreement for Yahoo! to acquire interclick. Under the terms of the proposed transaction, Yahoo! will commence an all cash tender offer for all outstanding shares of common stock of interclick at $9.00 per share.

Following the takeover proposal NASDAQ: ICLK shares jumped from $7.40 on October 31, 2011 to $8.96 on Nov. 1, 2011.

However, the plaintiff alleges that the $9offer undervalues InterClick and ignores the company’s recent financial performance. NASDAQ: ICLK stocks traded as early as July 5th as high as $8.90 per share, leaving certain ICLK stockholders with only a negligible premium. In fact, at least one analyst has set a high target price at $10 per share, thus well above the current offer. In addition interCLICK has performed exceptionally well for its investors. Its annual Revenue rose from $6.65million in 07 to $101.20million in 2010. Its second quarter Revenue rose from $21.66million last year to $29.03million this year. Additionally interCLICK Inc was able to pull out of a Net Loss of $3.23million for 07, respectively $12.03million and report a Net Income of $4.08million in 2010.

Further, the plaintiff claims that certain terms of the merger agreement, such as a non-solicitation, matching rights, and $9million termination fee, may dissuade or otherwise preclude the emergence of a superior transaction.