Investigation Overview
An investigation on behalf of current investors of SkyTerra Communications, Inc. (Public, OTC:SKYT), who purchased the shares before September 23, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover was announced.
The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of SkyTerra Communications, Inc. (Public, OTC:SKYT) arising out of their attempt to sell SkyTerra Communications, to Harbinger Capital Partners Master Fund I, Ltd and Harbinger Capital Partners Special Situations Fund, L.P. SkyTerra (OTCBB: SKYT) announced on September 23, 2099 that it has entered into a definitive merger agreement for SkyTerra Communication to be acquired by a new corporation formed and indirectly wholly-owned by Harbinger Capital Partners Master Fund I, Ltd and Harbinger Capital Partners Special Situations Fund, L.P.
SkyTerra announced that under the terms of the agreement, SkyTerra shareholders will receive $5.00 in cash per share for each of SkyTerra's outstanding shares of common stock not held by Harbinger or its affiliates. SkyTerra said that Harbinger and its affiliates together hold approximately 48% of SkyTerra's outstanding voting common stock and approximately 49% of SkyTerra's voting and non-voting common stock combined and that the purchase price represents a premium of approximately 56% over the average closing price of SkyTerras common stock for the thirty days ended September 22, 2009, the last day before the announcement of the proposed transaction.
But according to an investigation by a law firm the transaction appears to be unfair to current investors of SkyTerra Communications, Inc. (Public, OTC:SKYT) because the offer to acquire SkyTerra Communications, Inc. (OTC:SKYT) at $30 per share appears opportunistically timed to take advantage of the current economic downturn. Shares of SkyTerra Communications traded at $8.60 per share in April 2008, at almost $11 per share in 2007, and over $45 per share in 2006.
SkyTerra Communications, Inc., located in Reston, VA, operates its business through its subsidiary, SkyTerra LP, which focuses to develop, build, and operate a next generation mobile satellite system. SkyTerra Communications has five subsidiaries: SkyTerra GP Inc., SkyTerra LP, SkyTerra (Canada) Inc., SkyTerra Holdings (Canada) Inc., and SkyTerra Finance Co. SkyTerra LP offers mobile satellite services using two nearly identical geostationary satellites that support the delivery of data, voice, fax, and dispatch radio services. SkyTerra Communications reported in 2007 Total Revenue of $34.08million and in 2008 $34.48million. Shares of SkyTerra traded at $4.90 per share after the announcement and at $3.40 per share the day before the announcement.