Investigation Overview
September 25, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Sirona Dental Systems, Inc. (NASDAQ:SIRO), was announced concerning whether the takeover of Sirona Dental Systems, Inc. by DENTSPLY International Inc for a value of approximately $97.28 per share is unfair to NASDAQ:SIRO stockholders.
The investigation by a law firm concerns whether certain officers and directors of Sirona Dental Systems, Inc. breached their fiduciary duties owed to NASDAQ:SIRO investors in connection with the proposed acquisition.
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, given that at least one analyst has set the high target price at $120.00 for NASDAQ:SIRO shares and that NASDAQLSIRO shares traded as high as $104.99 per share in August 2015, the investigation concerns whether the offer is unfair to NASDAQ:SIRO stockholders. More specifically, the investigation concerns whether the Sirona Dental Systems Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
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.