Lawsuit Overview
An investor in SAVVIS, Inc. (NASDAQ:SVVS) shares filed a lawsuit in State Court against the planned takeover of SAVVIS by CenturyLink Inc.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties in connection the proposed merger.
On Wednesday, April 27, 2011, Savvis, Inc. (Nasdaq: SVVS) and CenturyLink, Inc. (NYSE: CTL) had 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, the plaintiff claims the board of directors of Savvis Inc failed to ensure the shareholders will receive maximum value for their shares, the board of directors failed to conduct an appropriate sales process, and agreed to onerous terms in the merger agreement with CenturyLink that will dissuade or otherwise preclude the emergence of a superior offer.
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. SAVVIS’s 12months Total Revenue increased from $793.83million in 2007 to $932.98million in 2010.
Further, so the lawsuit, the adoption of the merger agreement is subject to the approval of the majority, 51%, of Savvis Inc outstanding shares and 23 % of SAVVIS’ shares are already predetermined to vote in favor of the proposed transaction