Investigation Overview
May 8, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Micrel, Incorporated (NASDAQ:MCRL), was announced concerning whether the takeover of Micrel, Incorporated. by Microchip Technology Incorporated for $14.00 per share is unfair to NASDAQ:MCRL stockholders.
The investigation by a law firm concerns whether certain officers and directors of Micrel, Incorporated breached their fiduciary duties owed to NASDAQ:MCRL investors in connection with the proposed acquisition.
On May 7, 2015, Microchip Technology Incorporated (NASDAQ: MCHP) and Micrel, Incorporated (NASDAQ:MCRL) announced that Microchip Technology Incorporated has signed a definitive agreement to acquire Micrel, Incorporated for $14.00 per share. Micrel, Incorporated shareholders may elect to receive the purchase price in either cash or shares of Microchip common stock.
However, given that at least one analyst has set the high target price for NASDAQ:MCRL shares at $18.00 per share and that NASDAQ:MCRL shares traded as recently as March 20, 2015 as high as $15.63 per share, the investigation concerns whether the offer is unfair to NASDAQ:MCRL stockholders. In addition, given that all of Micrels directors and certain executive officers have already signed voting agreements with Microchip Technology Incorporated under which they must vote in favor of the merger, the investigation concerns whether the Micrel 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.