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If you purchased TomoTherapy Incorporated (NASDAQ:TOMO) and currently continue to hold those NASDAQ:TOMO shares, you have certain options and you should contact the Shareholders Foundation, Inc.
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To have your information reviewed for options and to receive notifications about this case, please send an email to mail@shareholdersfoundation.com, or call us at (858) 779-1554.
Lawsuit Overview
An investor in TomoTherapy Inc. stock (TOMO) filed a lawsuit against members of the board of directors of TomoTherapy Incorporated over their attempt to allegedly sell TomoTherapy too cheaply and via an unfair process to Accuray Corp.
According to the complaint the plaintiff alleges that members of the board of directors of TomoTherapy Incorporated breached their fiduciary duties in connection with proposed takeover by Accuray.
On Monday, March 7, 2011, TomoTherapy Incorporated (Nasdaq: TOMO) and Accuray (Nasdaq: ARAY) had 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 TomoTherapy’s 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 and the plaintiff cites an analyst saying that the purchase price is about 25% less than TomoTherapy is worth.
Additionally the plaintiff claims that prior to the economic recession, TomoTherapy’s stock traded higher than $27 per share and the proposed acquisition is ‘ill-timed as TomoTherapy will likely be on the verge of break-even status by the end of 2011. Indeed, TomoTherapy Incorporated’s performance for its investors was increasing lately. Even though TomoTherapy’s 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.
Further the plaintiff alleges, among other things, that the board of directors breached its fiduciary duties also by agreeing in the merger agreement to preclusive deal protection devices, such as a $8million termination fee, a no-solicitation, a matching rights provision.