Investigation Overview
December 09, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of TeleCommunication Systems, Inc. (NASDAQ:TSYS), was announced concerning whether the takeover of TeleCommunication Systems, Inc. by Comtech Telecommunications Corp for $5.00 per share is unfair to NASDAQ:TSYS stockholders.
The investigation by a law firm concerns whether certain officers and directors of TeleCommunication Systems, Inc. breached their fiduciary duties owed to NASDAQ:TSYS investors in connection with the proposed acquisition.
On November 23, 2015, Comtech Telecommunications Corp. and TeleCommunication Systems, Inc. (NASDAQ:TSYS) jointly announced the signing of a merger agreement under which Comtech Telecommunications Corp will purchase TeleCommunication Systems, Inc. (NASDAQ:TSYS) in a cash transaction for $5.00 per NASDAQ:TSYS share, or approximately a $430.8 million enterprise value.
However, given that at least one analyst has set the high target price for NASDAQ:TSYS shares at $6.00 per share, the investigation concerns whether the offer is unfair to NASDAQ:TSYS stockholders.
In addition, given that Maurice B. Tos, Chairman, CEO and President of TeleCommunication Systems, Inc. (NASDAQ:TSYS) and Jon B. Kutler, Founder of Admiralty Partners, Inc. and a director of TeleCommunication Systems, Inc. (NASDAQ:TSYS), each a significant stockholder of TeleCommunication Systems, Inc. (NASDAQ:TSYS), have already entered into support agreements pursuant to which they have agreed to tender their shares to support the proposed transaction, the investigation concerns whether the TeleCommunication Systems Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Shares of TeleCommunication Systems, Inc. (NASDAQ:TSYS) closed on December 9, 2015, at $4.96 per share.