Investigation Overview
Oct. 05, 2012 (Shareholders Foundation) -- An investigation on behalf of investors in Syswin Inc (ADR) (NYSE:SYSW) shares was announced concerning whether the offer to acquire Syswin Inc at $2.00 per Syswin Inc (ADR) (NYSE:SYSW) share and the takeover process are unfair to investors in NYSE:SYSW shares.
The investigation by a law firm concerns whether certain officers and directors of Syswin Inc (ADR) breached their fiduciary duties owed to (NYSE:SYSW investors in connection with the proposed acquisition.
On September 7, 2012, Syswin Inc (ADR) (NYSE:SYSW) announced that its Board of Directors has received a preliminary non-binding proposal letter dated September 7, 2012 from Mr. Liangsheng Chen, its Chief Executive Officer, President and a director of the Company, to acquire all of the outstanding shares of the Company not currently owned by him and his affiliates in a going private transaction for US$0.50 per ordinary share and US$2.00 per American Depositary Share ('ADS', each ADS representing 4 ordinary shares) in cash.
On September 13, 2012, Syswin Inc (ADR) (NYSE:SYSW) announced that its board of directors (has established a special committee of independent directors to evaluate the going-private proposal.
However, at least one analyst has set the high target price of NYSE:SYSW shares at $2.25 per share. Furthermore, shares of Syswin Inc (ADR) (NYSE:SYSW) traded during 2011 as high as $7.25 per share.
Therefore the investigation a law firm concerns whether the proposed transaction is unfair to NYSE:SYSW stockholders.
Specifically, given that Mr. Chen and his affiliates currently own approximately 59.82% of the Company's ordinary shares, the investigation focuses on whether the Syswin Board of Directors will undertake an adequate sales process, adequately shops the company before entering into the transaction, maximizes shareholder value by negotiating the best price, and acts in the shareholders' best interests in connection with the proposed sale.