Investigation Overview
An investigation on behalf of investors of Netezza Corporation (NYSE:NZ) over potential breaches of fiduciary duty by the NZ board of directors in connection with the proposed takeover of Netezza Corp. by IBM was announced.
The investigation by a law firm concerns whether Netezza Corp and its Board breached their fiduciary duties owed to NZ investors in connection with the proposed takeover.
On Monday, September 20, 2010, Netezza Corporation (NYSE: NZ) and IBM (NYSE: IBM) announced they have entered into an agreement for IBM to acquire Netezza Corp. in a cash transaction at a price of $27 per share or at a net price of approximately $1.7 billion, after adjusting for cash The offer represents a 9.8% premium over the closing price of Netezza Corporation on September 17, 2010.
But the investigation by a law firm concerns whether the sale process and the offered price are unfair to the shareholders of Netezza Corporation (Public, NYSE:NZ). Even though Shares of Netezza Corporation (NZ) traded days before the announcement at $25.18 per share and increased to $27.63 per share after the news, the offer price is only a nominal premium over the $25.20 share price that Netezza stock traded at as recently as September 16, 2010. Netezza Corporations revenue more than doubled over the past four years. While Netezza Corporation reported Total Revenue of $79.62million on Jan. 31, 2007 for the past 12 months, Netezza Corp was able to report Total Revenue of $190.63million on Jan. 31, 2010. Its Net Income rose from a Net Loss of $7.97million reported on Jan 31, 2007 to a Net Income of $4.19million reported on Jan, 31 2010. Therefore the investigation concerns whether Netezza Corp Board of Directors breached their fiduciary duties to Netezza Corporation (NYSE:NZ) stockholders by failing to adequately Netezza Corp. before entering into the transaction.