Investigation Overview
An investigation on behalf of current investors iPCS, Inc. (Public, NASDAQ:IPCS), who purchased the shares before October 19, 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 iPCS, Inc. (Public, NASDAQ:IPCS) arising out of their attempt to sell iPCS, Inc. (NasdaqGS: IPCS) to Sprint Nextel.
On October 19, 2009, iPCS, Inc. (NASDAQ: IPCS) and Sprint Nextel Corp. (NYSE: S) announced an agreement for Sprint Nextel to acquire iPCS for approximately $831 million, including the assumption of $405 million of net debt. Under the terms of the agreement, Sprint Nextel will commence a cash tender offer to acquire all of iPCS outstanding common shares for $24.00 per share. According to iPCS the offer represents a 34 percent premium to iPCS closing stock price as of October 16, 2009.
But according to an investigation by a law firm the transaction appears to be unfair to current investors of iPCS, Inc. (Public, NASDAQ:IPCS) because the offer to purchase iPCS Inc. (IPCS) at $24 per share appears opportunistically timed to take advantage of the current economic downturn. The investigation concerns whether the iPCS Inc. Board of Directors breached their fiduciary duties to iPCS shareholders by agreeing to sell the Company at an unfair price thereby harming iPCS shareholders, whether the directors of IPCS may have breached their fiduciary duties by not acting in IPCS shareholders' best interests in connection with the sale process of IPCS, and the Company may not have adequately shopped itself around before entering into this transaction and, pursuant to this proposed transaction, Sprint Nextel may be underpaying for iPCS Inc., thus unlawfully harming IPCS shareholders.
iPCS, Inc., Schaumburg, IL is a holding company that operates as a PCS Affiliate of Sprint (Sprint) through three wholly owned subsidiaries, iPCS Wireless, Inc., Horizon Personal Communications, Inc. and Bright Personal Communications Services, LLC, each having its own affiliation agreements with Sprint PCS. Pursuant to these affiliation agreements with Sprint PCS, the Company offers wireless personal communications services (PCS) services using Sprints spectrum under the Sprint brand name on a wireless network built and operated to Sprint's specifications at iPCSs own expense. IPCS reported in 2007 Total Revenue of $538.09million and in 2008 Total Revenue of $525.52million. Shares of iPCS, Inc traded at $23.84 per share after the announcement and at about $19 per share days before the announcement. IPCS shares traded in 2008 at over $32 per share and in 2007 at over $52 per share.