Investigation Overview
An investigation on behalf of current investors of TESSCO Technologies, Inc. (NASDAQ:TESS) concerning possible breaches of fiduciary duty by certain members of the TESSCO board of directors in connection with their attempt to sell TESSCO Technologies, Inc. to Discovery Group was announced.
The investigation by a law firm concerns whether Discovery Group, TESSCO Technologies, Inc. and its Board breached their fiduciary duties owed to TESSCO Technologies, Inc. (NASDAQ: TESS) investors in connection with the recently proposed takeover.
On Sept. 22 Chicago based investment firm Discovery Group said in a letter to the Tessco Technologies board of directors that it would pay $15.50 per share. According to Discovery this offer represents a 42 percent premium on the stocks average closing price over the previous 30 days.
But the investigation concerns whether there is a breach of fiduciary duties by not seeking a deal that will provide better value for TESSCO Technologies, Inc. (NASDAQ:TESS) investors, and whether Discovery Group is underpaying for TESSCO Technologies, Inc., thus unlawfully harming TESS stockholders.
Shares of TESSCO Technologies, Inc. (NASDAQ:TESS), which traded the day before the announcement at $12.88 per share, jumped to $15.71 per share after the news broke out, thus above the current offer. In addition TESS shares were down from its current 52weekHigh of $20.53 per share, and traded as early as July 2010 above the current offer and as high as $18 per share during June 2010. Also as recent as July 21, 2010, TESSCO announced that its quarterly revenues grew over 30% compared to the same period in 2009. TESSCO Technologies reported over the past four years consistent revenue from $483.01million to $522.03million. Its Net Income was in the past four years between $4.82million and $9.14million.
The investigation also concerns whether Discovery Group., as well as the directors of TESSCO Technologies, Inc. breached their fiduciary duties by not acting in TESSCO Technologies, Inc. (TESS) shareholders' best interests in connection with the sale process of TESSCO Technologies. Discovery Group already owns approximately 13.8% of the Companys outstanding shares.