Investigation Overview
July 3, 2012 (Shareholders Foundation) -- An investigation on behalf of investors in MModal Inc (NASDAQ:MODL) shares was announced concerning whether the offer to acquire MModal Inc at $14 per NASDAQ:MODL shares and the takeover process are unfair to investors in NASDAQ:MODL shares.
The investigation by a law firm concerns whether certain officers and directors of MModal Inc breached their fiduciary duties owed NASDAQ:MODL investors in connection with the proposed acquisition.
On July 2, 2012, MModal Inc. NASDAQ/GS: MODL) and One Equity Partners announced that they have entered into an agreement pursuant to which One Equity Partners, the private investment arm of JP Morgan Chase & Co., will acquire all of the outstanding shares of M*Modal for $14.00 per share in an all-cash transaction. The transaction is valued at approximately $1.1 billion.
However, MModal Inc has performed well for its investors in the past. Its annual Revenue increased from $171.41million in 2008 to $443.80million in 2011 and its Net Loss of $113.67million in 2008 turned into a Net Income of $62.80million in 2011.
In addition, at least one analyst has set the high target price for NASDAQ:MODL shares at $16 per share, thus above the current $14offer.
Furthermore, certain investment funds affiliated with S.A.C. Private Capital Group LLC (S.A.C. PCG), collectively M*Modal's largest shareholder owning approximately 31% of M*Modal's outstanding shares in the aggregate, have already agreed to tender their shares into the offer and to support the transaction.
Therefore the investigation for NASDAQ:MODL investors concerns whether the proposed transaction is unfair to MModal Inc stockholders. Specifically, the investigation focuses on whether the MModal 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.