Investigation Overview
According to a press release a law firm is currently investigating on Behalf of Emageon, Inc. (NASDAQ: EMAG) investors possible breaches of fiduciary duty and other violations of state law by the Board of Directors of Emageon Inc. (NASDAQ: EMAG)
According to the press release the investigation focuses on breaches of fiduciary duty and other violations of state law by the Board of Directors of Emageon, Inc. (NASDAQ: EMAG) arising out of their attempt to sell Emageon, Inc. (NASDAQ: EMAG) to Health Systems Solutions Inc. Under the terms of the agreement, Emageon, Inc shareholders (NASDAQ:EMAG) would receive $2.85 in cash for every Emageon, Inc. share they own, for a total sale price of approximately $62 million. According to the investigation the price is unfair given that Emageon, Inc. stock traded at $2.90 per share as recently as June 23, 2008 and at least one analyst has a $4 per share price target for Emageon stock; furthermore, the sales process Emageon, Inc. (NASDAQ: EMAG) conducted was flawed, given that in contravention of their fiduciary duties to maximize shareholder value, its Board agreed to a no-solicitation provision and a $3 million termination fee which will ensure no superior offer will ever be forthcoming, so the investigation. The proposed acquisition is subject to customary conditions and regulatory approvals.