After TomoTherapy Incorporated announced that its board of directors agreed to a takeover by Accuray an investigation on behalf of investors of TomoTherapy Incorporated (NASDAQ:TOMO) concerning the potential unfairness of the takeover and possible breaches of fiduciary duty was announced.

The investigation by a law firm concerns whether certain directors and officers at TomoTherapy Incorporated (Public, NASDAQ:TOMO) or others breached their fiduciary duties in connection with proposed takeover by Accuray.

On Monday, March 7, 2011, TomoTherapy Incorporated (Nasdaq: TOMO) and Accuray (Nasdaq: ARAY) announced that they have signed an agreement under which Accuray will acquire TomoTherapy for $4.80 per TOMO share in cash and stock, or a total of approximately $277 million. Under the terms of the proposed transaction, TomoTherapy (TOMO) shareholders will receive $3.15 in cash and 0.1648 shares of Accuray (ARAY) common stock per share of TomoTherapy (TOMO) common stock. TomoTherapy Incorporated said the offer represents a premium of 30.8% percent above the closing price of TomoTherapys shares on March 4, 2011.

Indeed shares of TomoTherapy Incorporated increased $1 in response to the takeover announcement from $3.65 on Friday March 4 to $4.65 per TOMO shares on Monday.

However, at least one analyst has set a price target of $5.00 per share for TomoTherapy stock. Additionally, TomoTherapy Incorporateds performance for its investors was increasing lately. Even though TomoTherapys 12 month Total Revenue decreased from $232.81million in 2007 to $195.36million in 2010 and its Net Income of $10.66milion decreased to a Net Loss of $29.92million in 210, TomoTherapy Inc. was able to increase its 12months Total Revenue from 2009 to 2010. Its 12months Total Revenue increased from $164.03million in 2009 to $195.36million in 2010. It was also able to lower its Net Loss from $37.37million in 2009 to $29.92million in 2010.

Therefore the investigation monitors and concerns whether TomoTherapy Board of Directors undertook an adequate and fair sales process in the event of a takeover to obtain the maximized consideration for all shareholders of TomoTherapy Incorporated (NASDAQ:TOMO) and breached their fiduciary duties to TomoTherapy Inc (TOMO) shareholder by failing to adequately shop the Company before entering into any transaction. The investigation concerns also whether Accuray would underpay for NASDAQ: TOMO shares, thus unlawfully harming TOMO investors. A potential class action lawsuit would seek to maximize the amount of money and information for NASDAQ:TOMO shareholders would receive in a buyout, so the law firm.