Investigation Overview
September 4, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of NTELOS Holdings Corp (NASDAQ:NTLS), was announced concerning whether the takeover of NTELOS Holdings Corp. by Shenandoah Telecommunications Company for $9.25 per share is unfair to NASDAQ:NTLS stockholders.
The investigation by a law firm concerns whether certain officers and directors of NTELOS Holdings Corp breached their fiduciary duties owed to NASDAQ:NTLS investors in connection with the proposed acquisition.
On August 10, 2015, NTELOS Holdings Corp (NASDAQ:NTLS) announced that it has entered into an agreement to be acquired by Shenandoah Telecommunications Company (NASDAQ: SHEN) in an all-cash transaction valued at approximately $640 million, including net debt. Under the terms of the proposed transaction NTELOS Holdings Corp (NASDAQ:NTLS) stockholders will receive approximately $208 million in cash, or $9.25 per share.
However, given that at least one analyst has set the high target price for NASDAQ:NTLS shares at $12.00 per share, the investigation concerns whether the offer is unfair to NASDAQ:NTLS stockholders. In addition, given that Quadrangle Capital Partners, which owns over 18% of NTELOS's outstanding common stock, has already entered into an agreement to vote its shares in favor of the merger, the investigation concerns whether the NTELOS Holdings 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.