Lawsuit Overview
September 26, 2014 (Shareholders Foundation) - An investor, who currently holds shares of Sigma-Aldrich Corporation (NASDAQ:SIAL), filed a lawsuit in effort to halt the proposed takeover of Sigma-Aldrich Corporation by Merck KGaA.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:SIAL stockholders by agreeing to sell Sigma-Aldrich too cheaply via an unfair process to Merck KGaA.
On September 22, 2014, Merck KGaA and Sigma-Aldrich announced that they have entered into an agreement under which Merck KGaA will acquire Sigma-Aldrich for $17.0 billion (€13.1 billion). Under the terms of the proposed transaction Merck KGaA will acquire all of the outstanding shares of Sigma-Aldrich for $140 per share in cash.
However, the plaintiff claims that the offer is too low and undervalues Sigma-Aldrich Corporation. Indeed, Sigma-Aldrich Corporation’s performance improved over the past years. In fact, Sigma-Aldrich Corporation reported that its annual Total Revenue rose from over $2.27 billion in 2010 to over $2.7 billion in 2013 and that its respective Net Income increased from $384 million to $491 million. Shares of Sigma-Aldrich Corporation (NASDAQ:SIAL) grew from $47.46 per share in February 2010 to as high as $104.14 per share on August 19, 2014. In addition, the plaintiff alleges that the process is also unfair to NASDAQ:SIAL stockholders.
On September 26, 2014, NASDAQ:SIAL shares closed at $136.77 per share.