IBM announced on Tuesday, July 28, 2009 to acquire SPSS Inc. (Public, NASDAQ:SPSS)for $ 1.2 billion. Subsequently an investigation on behalf of current investors of SPSS Inc. (Public, NASDAQ:SPSS), who purchased the shares before July 28, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price was announced.

The investigations by law firms focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of SPSS Inc. (Public, NASDAQ:SPSS) arising out of their attempt to sell SPSS to International Business Machines Corp. IBM (NYSE: IBM) and SPSS Inc. (Nasdaq: SPSS) announced on Tuesday, July 28, 2009, that the IBM and SPSS have entered into a definitive merger agreement for IBM to acquire SPSS, in an all cash transaction at a price of $50 per share or a total value of $1.2 billion.

But according to one investigation the transaction appears to be unfair to current investors of SPSS Inc. (NASDAQ:SPSS by failing to conduct an open and fair auction process for the Company and the offer to purchase SPSS for $50 per share appears opportunistically timed to take advantage of the current economic downturn. Therefore the investigation is primarily focused on whether Board of Directors of SPSS fulfilled their fiduciary duties to maximize shareholder value in connection with the proposal. Another investigation calls the deal suspicious because it appears from a review of the Company's financial statements that the inherent value of the Company's stock is greater than $50.00 per share and because the same Directors that are approving the deal are receiving swanky new jobs at IBM.

SPSS Inc, located in Chicago, IL, is a global provider of predictive analytics software and solutions. SPSS provides two types of software and service offerings to two distinct audiences. SPSS reported in 2007 Total Revenue of $291million with a Net Income of $33.73million and in 2008 Total Revenue of $302.91million with a Net Income of $36.05million. Shares of SPSS Inc. (Public, NASDAQ:SPSS) increased from about $35 per share before the announcement to $49.50 per share after the announcement.