Investigation Overview
After Terremark Worldwide announced that its board of directors agreed to a buyout offer of $19 per share an investigation for investors of Terremark Worldwide, Inc. (NASDAQ:TMRK) over possible breaches of fiduciary duty was announced within hours.
The investigation by a law firm concerns whether certain directors and officers at Terremark Worldwide, Inc. (Public, NASDAQ:TMRK) breached or will breach their fiduciary duties in connection with the proposed takeover.
After the market closed on Thursday, Jan 27, 2011, Terremark Worldwide Inc. (Nasdaq: TMRK) and Verizon Communications Inc. (NYSE, Nasdaq: VZ) announced an agreement under which Verizon will acquire Terremark Worldwide Inc, for $19.00 per share in cash or a total equity value of $1.4 billion. Terremark Worldwide Inc said the tender offer price constitutes a premium of 35 percent per share over Thursday's closing price.
On November 2,Terremark's stock soared on strong 3Q revenue from $9.76 per share to over $11 per share. Before the announcement Shares of Terremark Worldwide, Inc. (Public, NASDAQ:TMRK) closed on Thursday at $14.05 per share.
At first sight the offer by Verizon Communications Inc might look like a significant premium, but Terremark Worldwide, Inc. has performed well for its shareholders. Terremark Worldwides 12 months Total Revenue increased over the past four filing periods from $100.95million to $292.35million. In addition Terremark Worldwide, Inc. also announced that Verizon Communications Inc has also entered into agreements with three stockholders of Terremark Worldwide, Inc. to tender their shares into the offer, representing approximately 27.6 percent of the outstanding voting shares of Terremark.
Therefore the investigation by a law firm concerns whether the Terremark Worldwide Board of Directors undertook an adequate and fair sales process, whether they breached their fiduciary duties Terremark Worldwide, Inc. (NASDAQ:TMRK) shareholder by agreeing to an offer that undervalues Terremark Worldwide, Inc. , and whether they breached their fiduciary duties by failing to adequately shop the Company before entering into the transaction, in other words rushing into the buyout. A potential class action lawsuit would seek to maximize the amount of money and information Terremark Worldwide shareholders would receive in a buyout, so the law firm.