Investigation Overview
San Diego, Nov. 3, 2011 (Shareholders Foundation) -- The announcement that Sonesta International Hotels agreed to be acquired by Sonesta Acquisition Corp. for $31 per share prompted an investigation on behalf of investors of in Sonesta International Hotels Corporation (NASDAQ: SNSTA) concerning whether the offer to acquire Sonesta Intl Hotels Corp. and the buyout process are unfair to investors of Sonesta International Hotels and whether certain of its officers and directors or others breach their fiduciary duties owed investors in NASDAQ SNSTA shares.
The investigation by a law firm concerns whether Sonesta International Hotels Corporation, certain of its officers and directors, and/or others breached their fiduciary duties owed Sonesta Intl Hotels (NASDAQ:SNSTA) investors in connection with the proposed acquisition.
On Nov. 3, 2011, Sonesta International Hotels Corporation (NASDAQ GLOBAL: SNSTA) announced that it has entered into a merger agreement pursuant to which Sonesta Acquisition Corp. (formerly known as Property Acquisition Corporation), will acquire Sonesta International Hotels for $31.00 per share in cash, or approximately $174 million in total purchase price, including assumed indebtedness and other liabilities. Sonesta International Hotels Corp. said that the $31offer represents a 71% premium over Sonesta International Hotels Corporation (NASDAQ GLOBAL: SNSTA) closing share price on October 27, 2011, the day prior to Sonesta International Hotels recent announcement that it is engaged in discussions regarding potential transactions, including a possible merger transaction.
Following the takeover announcement shares of Sonesta International Hotels Corporation (Public, NASDAQ:SNSTA) jumped on Thursday, Nov. 3, 2011, to $30.98 per share.
However, Sonesta International Hotels Corp also said that certain members of the Sonnabend family holding approximately 55% of Sonesta International Hotels Corps outstanding shares have already entered into voting agreements pursuant to which they have agreed, subject to the terms and conditions in such agreements, to support the merger.
Therefore, the investigation concerns whether the Sonesta International Hotels Corporation (Public, NASDAQ:SNSTA Board of Directors undertook an adequate sales process and in particular breached their fiduciary duties to Sonesta International Hotels Corporation (Public, NASDAQ:SNSTA) shareholders by failing to adequately shop the Company before entering into this transaction. Furthermore the investigation concerns on whether Sonesta Acquisition Corp. would underpay for NASDAQ: SNSTA shares, thus unlawfully harming Sonesta International Hotels stockholders.
Sonesta International Hotels Corporation reported an increase in its annual Revenue from $64.82million in 09 to $74.68million in 2010 and its second quarter Revenue rose from $20.46million last year to $22.64million for the second quarter 2011.
A potential securities class action lawsuit would seek to maximize the amount of money and information NASDAQ:SNSTA shareholders would receive in a buyout, so the law firm.