Investigation Overview
An investigation on behalf of investors of ITC DeltaCom, Inc. (OTC:ITCD) over potential breaches of fiduciary duty by the ITC DeltaCom board of directors in connection with the proposed takeover of ITC DeltaCom, Inc. (:ITCD) by EarthLink, Inc was announced.
The investigation by a law firm concerns whether ITC DeltaCom, Inc. and its Board breached their fiduciary duties owed to ITC DeltaCom (ITCD) investors in connection with the proposed takeover.
On Friday, October 1, 2010, ITC DeltaCom, Inc. (OTC: ITCD.OB) and EarthLink, Inc. (NASDAQ: ELNK) announced a merger agreement under which EarthLink will acquire ITC DeltaCom for $3.00 per share in cash. The transaction is valued at approximately $516 million, including assumption of $325 million in debt.
Shares of ITC DeltaCom, Inc. (OTC: ITCD), which traded before the announcement at $1.45 per share, doubled in value or increased by over 100% to its current 52weekHigh of $2.93per share in response to the takeover news. ITC DeltaCom, Inc. 12month revenue was consistently over the past four years in the range of $469million to $497million.
The investigation concerns whether the ITCDeltaCom's Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of ITC DeltaCom and breached their fiduciary duties to ITC DeltaCom, Inc. (OTC: ITCD) shareholder by failing to adequately shop the Company before entering into the transaction with Earthlink.