Investigation Overview
An investigation on behalf of current investors Switch & Data Facilities Company, Inc. (Public, NASDAQ:SDXC), who purchased the shares before October 21, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price 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 Switch & Data Facilities Company, Inc. (Public, NASDAQ:SDXC) arising out of their attempt to sell Switch & Data Facilities (SDXC) to Equinix, Inc. (Nasdaq: EQIX). On October 21, 2009 Switch & Data Facilities Company, Inc. (Nasdaq: SDXC) and Equinix, Inc. (Nasdaq: EQIX) announced that they have entered a definitive agreement for Equinix to acquire Switch and Data in a transaction valued at approximately $689 million in cash and stock, based on yesterdays market close. Under the terms of the agreement, Switch and Data stockholders will have the opportunity to elect to receive either 0.19409 shares of Equinix stock or $19.06 in cash for each share of Switch and Data stock.
But according to an investigation by a law firm the transaction appears to be unfair to current investors of Switch & Data Facilities Company, Inc. (Public, NASDAQ:SDXC) because the offer to purchase Switch & Data Facilities Company, Inc. (SDXC) appears opportunistically timed to take advantage of the current economic downturn. The investigation concerns whether the Switch & Data Facilities Board of Directors breached their fiduciary duties to SDXC shareholders by agreeing to sell the Company at an unfair price thereby harming SDXC shareholders, whether the directors of SDXC may have breached their fiduciary duties by not acting in SDXC shareholders' best interests in connection with the sale process of Switch & Data, and the Company may not have adequately shopped itself around before entering into this transaction and, pursuant to this proposed transaction, Equinix, Inc may be underpaying for Switch & Data Facilities Company, thus unlawfully harming SDXC shareholders.
Switch & Data Facilities Company, Inc., located in Tampa, Florida, is a provider of network-neutral data centers that house, power and interconnect the Internet. The Company operates 34 sites in the United States and Canada. In its data centers, the Company provides network-neutral interconnection and colocation services. Its network-neutral data centers are specifically designed to house the networking and computing equipment its customers use to aggregate and distribute data and digital media content. Switch & Data Facilities Company reported in 2007 Total Revenue of $137.53million and in 2008 Total Revenue of $171.53million. Shares of Switch & Data Facilities SDXC traded at $18.45 per share after the announcement and $15.13 per share the day before the announcement. SDXC shares were down from its 52weekHigh of $19.08 per share, and $20.72 per share in 2007.