Investigation Overview
Within hours after the announcement that National Semiconductor will be acquired by Texas Instruments Incorporated investigations on behalf of investors of National Semiconductor Corporation (NYSE:NSM) over possible breaches of fiduciary duty were announced.
The investigations by law firms concern whether certain directors and officers at National Semiconductor Corporation (NYSE NSM) or others breached their fiduciary duties in connection the proposed takeover.
On April 4, 2011, National Semiconductor (NYSE: NSM) and Texas Instruments Incorporated (NYSE: TXN) announced they have signed an agreement under which Texas Instruments Inc. will acquire National Semiconductor for $25 per NSM share in an all-cash transaction of about $6.5 billion.
In response to the takeover announcement shares of National Semiconductor Corporation (NYSE:NSM) rose in after hour trading to $24.30 per share.
However, under the terms of the agreement, National Semiconductor may not solicit acquisition proposals from third parties and the agreement includes a $200 million termination fee. Furthermore National Semiconductor Corporation reported relatively consistent financial results over the past two 52/53week filing periods. Its 53week Total Revenue was roughly at $1.4billion. However National Semiconductor Corporation was able to increase its Net Income over the same time frame from $73.30million to lately $209.20million.
Therefore the investigation concerns whether the National Semiconductor Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of National Semiconductor Corporation (NYSE:NSM) and breached their fiduciary duties to National Semiconductor Corp. (NSM) shareholder by failing to adequately shop the Company before entering into any transaction. The investigation concerns also whether Texas Instruments Incorporated would underpay for NYSE:NSM shares, thus unlawfully harming National Semiconductor investors. A potential class action lawsuit would seek to maximize the amount of money and information NYSE NSM shareholders would receive in a buyout, so the law firm.