Investigation Overview
An investigation on behalf of current investors in Techwell, Inc. (NASDAQ:TWLL) concerning shareholder claims over possible breaches of fiduciary duty by the board of directors of Techwell, Inc. was announced.
The investigation by law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Techwell arising out of their attempt to sell Techwell, Inc. to Intersil Corporation. Techwell, Inc., located in San Jose, California, is a fabless semiconductor company that designs, markets and sells mixed-signal integrated two primary markets, security surveillance and automotive infotainment. Techwell, Inc. reported in 2007 Total Revneue of $59.89million with a Net income of $14.73million, in 2008 Total Revenue of $67.64million with a Net Income pf $7.79million, and in 2009 Total Revenue of $63.17million with a Net Income of $3.62million.
On March 22, 2010, Techwell, Inc. (NASDAQ Global Select: TWLL) and Intersil Corporation (NASDAQ Global Select: ISIL) announced that they have entered into a definitive agreement for Intersil Corp. to acquire Techwell Inc through a cash tender offer at $18.50 per share or a transaction value of approximately $370 million. Techwells directors, entities affiliated with Technology Crossover Ventures, and certain executive officers of Techwell in total represent approximately 23% of the outstanding shares and according to Techwell, Inc. the agreement was unanimously approved by Techwells board of directors.
According to one investigation by a law firm the transaction appears to be unfair to current investors of Techwell, Inc. (NASDAQ:TWLL) because the offer to purchase Techwell, Inc. (TWLL) at $27.00 per share to be grossly unfair, inadequate, and substantially below the fair or inherent value of TWLL. Shares of Techwell, Inc. (Public, NASDAQ:TWLL) traded after the announcement at $ 18.40 per share and at almost $13 per share days before the news. The investigation concerns whether the Techwell, Inc. Board of Directors breach their fiduciary duties to Techwell (TWLL) shareholders by failing to adequately shopped Techwell, Inc. before entering into the proposed transaction and whether the investment fund managed by Intersil Corporation may be underpaying for Techwell, Inc. (:TWLL), thus unlawfully harming TWLL shareholders.