Lawsuit Overview
March 16, 2015 (Shareholders Foundation) - An investor, who currently holds shares of Mavenir Systems Inc (NYSE:MVNR), filed a lawsuit in effort to stop the proposed takeover of Mavenir Systems Inc by Mitel for a value of $17.94 per share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:MVNR stockholders by agreeing to sell Mavenir Systems Inc. too cheaply via an unfair process to Mitel.
On March 2, 2015, Mitel and Mavenir Systems (NYSE:MVNR) announced that that they have entered into a merger agreement in which Mitel will acquire all of the outstanding shares of Mavenir common stock in a cash and stock deal valued at approximately $560 million. Under the terms of the merger agreement, Mitel will commence an exchange offer pursuant to which Mavenir stockholders will be entitled to elect to receive either all-cash or all-stock consideration for each share of Mavenir common stock, subject to proration, in either case with a value of $11.08 plus 0.675 of a Mitel common share, or $17.94 based on the closing price of a Mitel common share on February 27, 2015.
However, the plaintiff claims that the proposed consideration NYSE:MVNR shareholders will receive is grossly inadequate and undervalues Mavenir Systems. Indeed, at least one analyst has set the high target price for NYSE:MVNR shares at $24.00 per share. Mavenir Systems Inc reported that its annual Total Revenue rose from $8.25 million in 2010 to $101.31 million in 2013. Shares of Mavenir Systems Inc (NYSE:MVNR) reached as high as $18.02 per share in March 2013.
In addition, the plaintiff claims that the process is also unfair to NYSE:MVNR stockholders. Indeed, in connection with the execution of the merger agreement, certain of Mavenir's significant stockholders, who collectively hold approximately 45% of the outstanding shares of Mavenir common stock, have already entered into tender support agreements with Mitel pursuant to which they have agreed to tender their shares to Mitel’s offer.