Investigation Overview
April 07, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Kofax Ltd (NASDAQ:KFX), was announced concerning whether the takeover of Kofax Ltd by Lexmark International, Inc for $11.00 per share is unfair to NASDAQ:KFX stockholders.
The investigation by a law firm concerns whether certain officers and directors of Kofax Ltd breached their fiduciary duties owed to NASDAQ:KFX investors in connection with the proposed acquisition.
On March 24, 2015, Lexmark International, Inc and Kofax Ltd (NASDAQ:KFX) announced that the two companies have entered into a merger agreement in which Lexmark will acquire Kofax Ltd (NASDAQ:KFX). Under the terms of the merger agreement, Lexmark will acquire all of the outstanding shares of Kofax Ltd (NASDAQ:KFX) for $11.00 per share in cash for a total enterprise value of approximately $1 billion, net of cash acquired.
However, given that certain Kofax shareholders, holding approximately 25 percent of the outstanding shares of Kofax, have already signed a voting agreement committing to support the merger, the investigation concerns whether the offer is unfair to NASDAQ:KFX stockholders. More specifically, the investigation concerns whether the Kofax Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Kofax Ltd (NASDAQ:KFX) reported that its Total Revenue rose from $262.48 million for the 12 months period that ended on June 30, 2012 to $266.32 million for the 12 months period that ended on June 30, 2013.