Investigation Overview
March 6, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Mavenir Systems Inc (NYSE:MVNR), was announced concerning whether the takeover of Mavenir Systems Inc by Mitel for a value of $17.94 per share is unfair to NYSE:MVNR stockholders.
The investigation by a law firm concerns whether certain officers and directors of Mavenir Systems Inc breached their fiduciary duties owed to NYSE:MVNR investors in connection with the proposed acquisition.
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, given that at least one analyst has set the high target price for NYSE:MVNR shares at $24.00 per share, the investigation concerns whether the offer is unfair to NYSE:MVNR stockholders.
In addition, given that 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 Mitels offer, the investigation concerns whether the Mavenir Systems 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.
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.