Investigation Overview
San Diego, Dec. 3, 2011 (Shareholders Foundation) -- The announcement that SAP AG intends to acquire SuccessFactors, Inc. for $40.00 per share prompted an investigation on behalf of investors of SuccessFactors (NYSE:SFSF) concerning whether the offer to acquire SuccessFactors and the buyout process are unfair to investors of NYSE: SFSF and whether certain of its officers and directors or others breach their fiduciary duties owed investors in SuccessFactors (SFSF) shares.
The investigation by a law firm concerns whether SuccessFactors, certain of its officers and directors, and/or others breached their fiduciary duties owed Success Factors (NYSE:SFSF) investors in connection with the proposed acquisition.
On Saturday, December 3, 2011, SuccessFactors, Inc. (NYSE: SFSF) and SAP AG (NYSE: SAP) announced that SAP's subsidiary, SAP America, Inc., has entered into a a merger agreement with SuccessFactors, pursuant to which a subsidiary of SAP would offer to acquire all outstanding shares of common stock of SuccessFactors (NYSE: SFSF) for $40.00/per share in cash, representing an enterprise value of approximately $3.4 billion.
SuccessFactors, Inc said that the $40 per share offer represents a 52% premium both over the December 2nd closing price and the one month volume weighted average price per share.
However, NYSE SFSF shares traded as high as $40.27 per share as recently as April 2011, thus above the current offer and leaving certain investors with but asking them to hand over their SFSF stocks at no premium at all or even a discount.
Additionally, at least one analyst has set the high target price at $45 per share, thus well above the current offer.
Therefore the investigation for investors concerns whether the SuccessFactors Board of Directors undertook an adequate sales process and in particular breached their fiduciary duties to SuccessFactors, Inc. (SFSF) shareholders by failing to adequately shop the Company before entering into this transaction.
Furthermore the investigation concerns on whether SAP AG would underpay for NYSE:SFSF shares, thus unlawfully harming SFSF stockholders.
SuccessFactors performance over the past year increased. Its annual Revenue rose from $63.35million for 07 to $20.593million for 2010 and its annual Net Loss decreased from $75.45million for 2007 to $12.45million for 2010.
Shares of SuccessFactors, Inc. (Public, NYSE:SFSF) grew over the past recent years at an exceptional growth rate. NYSE SFSF stocks rose from as low as $5.08 per share in February 2009 to almost $40 per share in April 2011.
A potential securities class action lawsuit would seek to maximize the amount of money and information NYSE:SFSF shareholders would receive in a buyout, so the law firm.