Investigation Overview
An investigation on behalf of current investors MTS Medication Technologies, Inc. (Public, NASDAQ:MTSI), who purchased the shares before August 07, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price were announced.
The investigations by law firms focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of MTS Medication Technologies, Inc. (NASDAQ:MTSI) arising out of their attempt to sell MTS Medication Technologies to Excellere Partners, LLC.
MTS Medication Technologies, Inc. (NASDAQCM: MTSI) announced on August 07, 2009 that it has entered into a definitive merger agreement to be acquired for $5.75 per share in cash by an affiliate of Excellere Partners, LLC. Excellere Partners, LLC is a Denver, Colorado based private equity firm. MTS Medication announced that under the terms of the merger agreement, 100% of the issued and outstanding common stock of MTS will be acquired by Excellere Partners newly formed affiliate, MedPak Holdings, Inc., in exchange for the per share cash consideration, or, with respect to a portion of the shares held by Todd E. Siegel, the Companys President and Chief Executive Officer, and certain other members of the Companys senior management team, shares of capital stock of MedPak Holdings. The full Board of Directors of MTS has already approved the merger agreement, so MTS Medication Technologies.
But according to an investigation by a law firm the transaction appears to be unfair to current investors of MTS Medication Technologies, Inc. (NASDAQCM: MTSI). According to another investigation the investigation concerns whether the MTS Medication Board of Directors breached their fiduciary duties to MTS Medication shareholders given that the Company's shares traded at $6.24 as recently as June 17, 2009 and at least one analyst set a price target for MTS Medication stock at $8.25 per share.
MTS Medication Technologies, Inc, located in St. Petersburg, Florida, is a holding company that operates through its subsidiaries, MTS Packaging Systems, Inc., MTS Medication Technologies, Ltd. and MTS Medication Technologies GmbH. MTS Medication Technologies, Inc. primarily manufactures and sells consumable medication punch cards, packaging equipment and ancillary products throughout the United States, Canada and Europe. MTS Medication Technologies, Inc. reported in in 2007 (ending on March 31, 2008) Total Revenue of $57.81millionwith a Net Income of $2.06million and in 2008 (ending on March, 31, 2009) Total Revenue of $76.28million with a Net Income of $2.48million. Shares of MTS Medication Technologies, Inc (NASDAQ: MTSI) traded up to $5.81 per share since the announcement and between $5.7 and $5.4 per share shortly before the announcement. MTS Medication Technologies, Inc shares (MTSI) were down from a 52weekHigh of $6.24 per share and over $14 per share in 2007.