Lawsuit Overview
An investor in Micrus Endovascular filed a lawsuit in California State Court on behalf of current investors Micrus Endovascular Corp. (NASDAQ:MEND) alleging breaches of fiduciary duty by certain officers/ and/or directors of Micrus Endovascular Corp. for selling Micrus too cheaply to Johnson & Johnson.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duty by selling Micrus Endovascular though an unfair process and for an unfair price to Johnson & Johnson.
On Monday, July 12, 2010, Micrus Endovascular Corporation (NASDAQ: MEND), which develops, manufactures and markets implantable and disposable medical devices used in the treatment of cerebral vascular diseases, and Johnson & Johnson (NYSE: JNJ), announced a agreement whereby Micrus Endovascular will be acquired in a cash for stock exchange. Under the terms of the agreement, Micrus Endovascular stockholders will receive at closing $23.40 for each outstanding Micrus Endovascular (MEND) share. The value of the transaction as of the anticipated closing date is estimated to be approximately $480 million. According to Micrus Endovascular its board of directors approved the transaction.
Shares of Micrus Endovascular Corporation (MIND) traded before the news at $22.20 per share, and at $23.25 per share after the announcement.
But the plaintiff claims that Micrus shares have nearly tripled over the past year and the offer, which represents a “mere 5.5% premium over the closing price of the stock on Friday July 09, 2010, of $22.19”, is actually “a significant discount to one analyst’s target of $25.00 per share”.