Investigation Overview
An investigation on behalf of current investors in Qwest Communications International Inc. (NYSE:Q) concerning shareholder claims over possible breaches of fiduciary duty by the board of directors of Qwest Communications was announced.
The investigation by law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Qwest Communications International of arising out of their attempt to sell Qwest Communications International Inc. (NYSE:Q) to CenturyTel, Inc. Qwest Communications International Inc., Denver, Collorado , is a provider of data, Internet, video and voice services. Qwest Communications reported in 2007 Total Revenue of $13.778billion, in 2008 13.475billion, and in $12.311billion.
On April 22, 2010 Qwest Communications (NYSE: Q) and CenturyLink (CenturyTel, Inc., NYSE: CTL) announced a definitive agreement under which CenturyLink will acquire Qwest Communications in a tax-free, stock-for-stock transaction valued at approximately $10.6 billion. Under the terms of the agreement, Qwest (Q) shareholders will receive 0.1664 (CTL) CenturyLink shares for each share of Qwest Communications (Q) common stock they own at closing or a value of approximately $6.02, based on the closing stock price of CenturyLink on April 21, 2010. According to Qwest Communications the board of directors has approved the agreement and the offer represents a premium to Qwest shareholders of approximately 15 percent over Qwests closing stock price on April 21, 2010.
Shares of Qwest Communications (Q) traded after the announcement at $5.50 per share, and at $5.42 per share just days before the takeover news. At least one analyst has set a price target for Qwest stock at $6.50 per share. Qwest shares were down from over $10 per share in 2007, and over $60 during the dot-com bubble.
The investigation by a law firm concerns whether the Qwest Communications International Inc. Board of Directors breached their fiduciary duties to Qwest Communications International Inc. (NYSE:Q) stockholders by agreeing to a strict no solicitation provision and a termination fee of $350 million to be paid to CenturyTel, under certain circumstances, whether the Qwest Communications board of directors breached their fiduciary duties by failing to adequately shop the Company prior to entering into the agreement, whether the Board of Directors breached their fiduciary duties by not seeking a deal that would provide better value of Qwest Communications International Inc., and whether CenturyTel, Inc is underpaying for Qwest Communications International Inc, thus unlawfully harming Qwest Communications (Q) stockholders.