Lawsuit Overview
March 2, 2017 (Shareholders Foundation) - An investor, who currently holds shares of Ixia (NASDAQ:XXIA), filed a lawsuit in effort to halt the proposed takeover of Ixia by Keysight Technologies, Inc for $19.65 per share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:XXIA stockholders by agreeing to sell Ixia too cheaply via an unfair process to Keysight Technologies, Inc.
On January 30, 2017, Keysight Technologies, Inc. (NYSE: KEYS) and Ixia (NASDAQ:XXIA) announced a definitive agreement for Keysight Technologies, Inc. to acquire Ixia (NASDAQ:XXIA) in an all-cash transaction totaling approximately $1.6 billion in consideration, net of cash. Under the terms of the agreement, Ixia (NASDAQ:XXIA) shareholders will receive $19.65 per share in cash.
However, plaintiff claims that the proposed consideration NASDAQ:XXIA shareholders will receive is grossly inadequate and undervalues Ixia. Indeed, at least one analyst has set the high target price at $20.00 per NASDAQ:XXIA shares at $20.00 per share. Furthermore, Ixia reported that its annual Total Revenue rose from $464.46 million in 2014 to $516.94 million in 2015 and that its Net Loss of $41.59 million in 2014 turned into a Net Income of $5.95 million in 2015. In addition, the plaintiff alleges that the process is also unfair NASDAQ:XXIA stockholders. The plaintiff claims that the defendants agreed to preclusive deal protection devices, such as a no solicitation and a $59.7 million termination fee provision that deter other bidders from making a higher offer for Ixia.