Lawsuit Overview
An investor in SRA International, Inc. (NYSE:SRX) filed a lawsuit in State Court against members of the board of directors of SRA Intl. in effort to stop the buyout of SRA Intl by Providence Equity Partners.
According to the complaint the plaintiff alleges that members of the board o directors at SRA International, Inc. (NYSE:SRX) breached their fiduciary duties in connection the proposed takeover.
On Friday, April 1, 2011, SRA International, Inc. announced that it has entered into a merger agreement under which SRA International will be acquired by an affiliate of Providence Equity Partners in an all-cash transaction for a total value of approximately $1.88 billion.
Under the terms of the proposed takeover SRA Intl shareholders will receive $31.25 in cash for each (SRX) share of common stock.
SRA International, Inc said the offered price represents a 10.2% premium based on the closing price of $28.36 on March 31, 2011 and a premium of 52.8% over the closing price of $20.45 on Dec. 31, 2010, the company's unaffected share price.
In fact, SRA shares began already to raise in early January 2010 after SRA International cancelled an appearance at an investment conference, prompting speculation that it was in buyout talks. Then on Sunday, Jan 23, 2011, the Sunday Telegraph reported Serco Group plc has made a $2 billion bid for SRA International, without saying how it got the information. It said the initial approach was made some weeks ago, but it was initially rebuffed and Serco Croup plc and advisers were reportedly working on an improved offer. But Serco Group PLC later that same day said that it is not in any discussions regarding a major acquisition. Shares of SRA International, Inc. (SRX) dropped in response to the media report saying Serco Group plc has pulled out of the $2billion bid from Friday’s closing price of $26.04 per share to as low as $23.64 on Monday, before again increasing to a closing price of $26.89 per share on Tuesday after SRA International, Inc confirmed it has hired advisors, which according to SRA International, Inc does not reflect a decision that it is or should be for sale.
After the announcement on Friday, April 1, 2011, SRA Intl. started trading on Friday slightly above the offer at $31.26 in the open market.
The plaintiff claims the offer is a “opportunistically” planned sweetheart deal arranged by SRA’s founder and Chairman Ernst Volgenau, who owns a total of approximately 11.8 million shares of SRA Class A and Class B common stock, representing 21% of total shares outstanding and 71% of voting rights, has already agreed to vote his shares for approval of the merger. “In acting to protect the interests effectively of Volgenau’s ‘family’, the SRA board did not effectively ‘shop’the company to see if a better alternative was available,”so the lawsuit.
Additionally SRA Intl’s financial performance was increasing over the past years. SRA Intl’s 12 months Total Revenue rose from $1.268billion reported on June 30, 2007 to $1.666billion reported on June 30, 2010. As recent as February 8, 2011, SRA Intl. announced its financial results for the second quarter of 2011 wherein it reported that revenue was up 5% year-over-year. Further analysts have projected that SRA’s true going forward value is at least $35 per share
On March 9, 2011, a media report said that at least two other private equity firms, were still showing interest in acquiring SRA International.