Investigation Overview
Only hours after Intel hit the market with its move into the internet security sector several investigations on behalf of current investors of McAfee, Inc. (NYSE:MFE) concerning potential breaches of fiduciary duty by the MFE board of directors were announced.
On Thursday, August 19, 2010, McAfee, Inc and Intel Corporation announced that they have entered into a agreement to acquire Santa Clara, California based McAfee, Inc., through the purchase of all of its common stock at $48 per share in cash, for approximately $7.68 billion. According to McAfee, Inc. its board of directors has approved the deal. McAfees revenue almost doubled from 2006 to 2009. In 2006 McAfee reported Total Revenue of $1.14516billion, in 2007 $1.30822billlion, in 2008 $1.6billion, and in 2009 $1.92733billion. Its Net Income went from $137.47million in 2006 to $173.42million in 2009.
Shares of McAfee, Inc. (Public, NYSE:MFE) increased by about 60% from $30 per share on Wednesday August 18, 2010, to $47.25 per share after the announcement. Considering a closing price of $29.93 per share on the day before the announcement and an offer of $48 per share, McAfee investors would receive a premium of 60%, but MFE, which traded in October 2009 at over $45 per share shares, were down from over $41 per share in April 2010, after McAfee, Inc. announced its first quarter results and its second quarter guidance. Considering a stock price between $41 in April and $45 in October of $43 per share an offer of $48 per share, represents a more realistic premium of 10%.
At least one analyst has set a price target of $50.00 per share for McAfee, Inc. (NYSE:MFE). With a McAfee, Inc share price of $50 per share Intel Corp would receive McAfee at a substantial discount. Additionally the deal has been locked up by a no-solicitation provision and a $230 million termination fee.
The investigation by a law firm concerns whether Intel Corp., as well as the directors of McAfee, Inc. breached their fiduciary duties by not acting in McAfee, Inc. (NYSE:MFE) shareholders' best interests in connection with the sale process of McAfee, Inc. , whether the McAfee Board of Directors breached their fiduciary duty to McAfee (NYSE:MFE) stockholders by failing to adequately shop the Company prior to entering into the agreement, whether the Board of Directors breach their fiduciary duties by not seeking a deal that will provide better value for McAfee, Inc.