Investigation Overview
Investigations on behalf of current investors Iowa Telecommunications Services, Inc. (Public, NYSE:IWA), who purchased the shares before November 24, 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 Iowa Telecommunications Services arising out of their attempt to sell Iowa Telecommunications Services, Inc. to Windstream Corporation
On November 24, 2009 Iowa Telecommunications Services, Inc. (NYSE: IWA) announced an agreement for Windstream Corporation (NYSE: WIN) to acquire Iowa Telecommunications Services in a transaction valued at approximately $1.1 billion. According to Iowa Telecommunications Services Iowa Telecom shareholders (NYSE: IWA) will receive 0.804 shares of Windstream stock (NYSE: WIN) and $7.90 in cash per each Iowa Telecom share under terms of the agreement approved by the boards of directors of both companies. Iowa Telecommunications Services Board of Directors has approved the agreement.
But according to an investigation by a law firm the transaction appears to be unfair to current investors of Iowa Telecommunications Services, Inc. (Public, NYSE:IWA) because the offer to purchase Iowa Telecommunications Services appears opportunistically timed to take advantage of the current economic downturn. The investigation concerns whether the Iowa Telecom Board of Directors breached their fiduciary duties to Iowa Telecom stockholders by failing to adequately shop the Company before entering into this transaction and whether Windstream is underpaying for Iowa Telecom shares, thus unlawfully harming Iowa Telecom stockholders.
Iowa Telecommunications Services, Inc., located in Newton, IA, is a provider of wireline local exchange telecommunications services to residential and business customers in rural Iowa, Minnesota and Missouri. The Company operates 294 telephone exchanges serving 423 communities as the incumbent local exchange carrier and provides wireline services in approximately 67% of these communities. Iowa Telecommunications Services reported in 2007 Total Revenue of $251.40million with a Net Income of $29.32million and in 2008 Total Revenue of $246.97million with a Net Income of $23.15million. Shares of Iowa Telecommunications Services traded at about $15.85 per share after the announcement and at $12.70 the day before the announcement. IWA shares were down from its 52weekHigh of $16.45 per share, $19.85 per share in September 08, and $23.52 per share in 2007.