October 06, 2015 (Shareholders Foundation) - An investor who currently holds shares of Sirona Dental Systems, Inc. (NASDAQ:SIRO), filed a lawsuit in effort to halt the proposed takeover of Sirona Dental Systems, Inc. by DENTSPLY International Inc for a value of approximately $97.28 per share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:SIRO stockholders by agreeing to sell Sirona Dental Systems, Inc. too cheaply via an unfair process to DENTSPLY International Inc.

September 15, 2015 DENTSPLY International Inc. (NASDAQ: XRAY) and Sirona Dental Systems, Inc. (NASDAQ:SIRO) announced that the Boards of Directors of both companies have unanimously approved a definitive merger agreement under which the companies will combine in an all-stock merger of equals. Under the terms of the agreement, Sirona Dental Systems, Inc. (NASDAQ:SIRO) shareholders will receive 1.8142 shares of DENTSPLY for each existing Sirona Dental Systems, Inc. (NASDAQ:SIRO) share. Based on a closing price of $53.62 per share of DENTSPLY International Inc. shares on September 14, 2015 shareholders in Sirona Dental Systems, Inc. (NASDAQ:SIRO) will receive a value of approximately $97.28 per share.

However, the plaintiff claims that the proposed consideration NASDAQ:SIRO shareholders will receive is grossly inadequate and undervalues Sirona Dental Systems, Inc. Indeed, at least one analyst has set the high target price at $120.00 for NASDAQ:SIRO shares. Furthermore, Sirona Dental Systems, Inc. reported that its Total Revenue rose from $913.87 million for the 12 months period that ended on September 30, 2011 to over $1.17 billion for the 12 months period that ended on September 30, 2014. Shares of Sirona Dental Systems, Inc. (NASDAQ:SIRO) grew from $41.16 per share in June 2012 to as high as almost $105 per share in August 2015. In addition, the plaintiff claims that the process is also unfair to NASDAQ:SIRO stockholders. More specifically, the plaintiff alleges that the proposed acquisition is the product of a hopelessly flawed process that is designed to ensure the sale of Sirona Dental Systems, Inc to DENTSPLY International Inc on terms preferential to defendants and other Sirona Dental Systems, Inc insiders and to subvert the interests of plaintiff and the other public stockholders of the company. The plaintiff also said the Sirona Dental Systems, Inc board of directors agreed to onerous and preclusive deal protection devices that will make it all but impossible for a superior offer to emerge and defeat Dentsply’s proposal.