Investigation Overview
August 26, 2013 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of National Technical Systems, Inc. (NASDAQ:NTSC) shares, was announced concerning whether the takeover of National Technical Systems, Inc. by an affiliate of Aurora Capital Group for $23.00 per NASDAQ:NTSC share is unfair to National Technical Systems stockholders.
The investigation by a law firm concerns whether certain officers and directors of National Technical Systems, Inc. breached their fiduciary duties owed NASDAQ:NTSC investors in connection with the proposed acquisition.
On August 16, 2013, National Technical Systems, Inc. (NASDAQ: NTSC) announced that the Company has entered into an Agreement and Plan of Merger to be acquired by an affiliate of Aurora Capital Group, that will result in National Technical Systems becoming a privately held company when the merger is completed. Pursuant to the Merger Agreement, at the effective time of the merger each share of the Company's outstanding common stock will be converted into the right to receive an amount in cash equal to $23.00 per share.
However, the investigation concerns whether the $23-offer is unfair to NASDAQ:NTSC stockholders. More specifically, the investigation focuses on whether the National Technical Systems 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.
National Technical Systems, Inc. reported that its Total Revenue increased from $155.41 million for the 12 months period that ended on Jan. 31, 2012 to $184.55 million for the 12 months period that ended on Jan. 31, 2013 and that its respective Net Income rose from $0.49 million to $4.44 million.
Shares of National Technical Systems, Inc. (NASDAQ:NTSC) grew from $4.32 per share in late 2011 to as high as $17.25 per share in July 2013.
On August 26, 2013, NASDAQ:NTSC shares closed at $22.86 per share.