Investigation Overview
The announcement by SAVVIS, Inc. that its board of directors agreed to a takeover of SAVVIS Inc. by CenturyLink, Inc prompted an investigation on behalf of investors of SAVVIS, Inc. (NASDAQ:SVVS) over possible breaches of fiduciary duty.
The investigation by a law firm concerns whether certain directors and officers at SAVVIS, Inc. or others breached their fiduciary duties in connection the proposed merger.
Shares of SAVVIS rose from as low as $5.35 during March 2009 to over $35 in the first months in 2011.
On Wednesday, April 27, 2011, Savvis, Inc. (Nasdaq: SVVS) and CenturyLink, Inc. (NYSE: CTL) announced that their boards of directors have approved an agreement under which CenturyLink (CTL) will acquire all outstanding shares of Savvis (SVVS) common stock in a cash and stock merger valued at $40 per share, or a total of approximately $2.5 billion, plus net debt of approximately $0.7 billion which will be assumed or refinanced at close. Under the terms of the proposed transaction, Savvis stockholders will receive $30 per share in cash and $10 in shares of CenturyLink (CTL) common stock, subject to adjustment. Savvis, Inc said that the offer represents an 11% premium over Savvis' closing stock price as of the close of trading on April 26, 2011 and a premium of 53% compared to Savvis' stock price at the beginning of the year.
Indeed, in response to the takeover news SVVS shares jumped from $36.08 on Tuesday to $39.34 on Wednesday.
However, SVVS shares traded as recently as April 21 as high as $37.79 leaving SVVS investors with only a meager premium. Additionally at least one analyst has set a target price of $46.00 per share. Further SAVVIS has performed well for its investors in the past. SAVVISs 12months Total Revenue increased from $793.83million in 2007 to $932.98million in 2010.
Therefore the investigation concerns whether the SAVVIS Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of SAVVIS, Inc. (NASDAQ:SVVS) and breached their fiduciary duties to NASDAQ:SVVS shareholder by failing to adequately shop the Company before entering into any transaction.
The investigation concerns also whether CenturyLink, Inc would underpay for NASDAQ SVVS shares, thus unlawfully harming SVVS stockholders. A potential class action lawsuit would seek to maximize the amount of money and information NASDAQ SVVS shareholders would receive in a buyout, so the law firm.