Lawsuit Overview
Qwest Communications investors filed a lawsuit in Texas State Court on behalf of current investors in Qwest Communications International Inc. (NYSE:Q) concerning shareholder claims over possible breaches of fiduciary duty for selling Qwest too cheap to CenturyTel, Inc.
Qwest Communications International Inc., Denver, Colorado , is a provider of data, Internet, video and voice services. 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 Qwest’s closing stock price on April 21, 2010.
According to the complaint the plaintiff alleges that Qwest's directors failed to protect shareholder interests and breached their fiduciary duty “by agreeing to sell to CenturyTel without ensuring that plaintiff would obtain adequate, fair and maximum consideration”.
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 plaintiffs allege, among other things, that the transaction undervalues Qwest Communications shares and that Qwest Communications is selling through an unfair process to CenturyLink.