Investigation Overview
Only hours after Syniverse Technologies announced to be acquired by The Carlyle Group an investigation on behalf of investors of Syniverse Holdings, Inc. (NYSE:SVR) over possible breaches of fiduciary duties by Syniverse directors was announced.
The investigation by a law firm concerns whether The Carlyle Group, Syniverse Holdings, Inc and its Board breached their fiduciary duties owed to Syniverse Holdings, Inc. (, NYSE:SVR) investors in connection with the proposed takeover. On Thursday, October 28, 2010, after the market opened Syniverse Technologies (NYSE:SVR) announced that it has entered into an agreement to be acquired by The Carlyle Group for approximately $2.6 billion. Under the agreement Carlyle will acquire all of the outstanding common shares of Syniverse for $31.00 per share in cash. Syniverse Holdings said the offer represents a premium of approximately 35% over Syniverses average closing share price during the 30 trading days ended October 26, 2010.
Shares of Syniverse Holdings, Inc. (Public, NYSE:SVR) traded at roughly $24 per share and jumped in response to the takeover news to $$31.09 per share.
But the investigation by the law firm concerns whether the sale process and the offered price are unfair to the shareholders of Syniverse Holdings, Inc. (NYSE:SVR). The law firm said it believes the transaction may be undervaluing the company.Syniverse Holdings, Inc. total 12 month revenue went from $337.02million in 2006 to $482.99million in 2009. In the first two quarters in 2010 Syniverse Holdings reported $149.02million, respectively $158.81million.
. Therefore the investigation concerns whether the Syniverse Holdings Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Syniverse Holdings, Inc. (NYSE:SVR) and breached their fiduciary duties to Syniverse Holdings (SVR) shareholder by failing to adequately shop the Company before entering into the transaction with The Carlyle Group.