Investigation Overview
An investigation on behalf of investors, who currently hold shares of VeriFone Systems, Inc. (NYSE: PAY), was announced concerning whether the takeover of VeriFone Systems, Inc. for $23.04 per share is unfair to NYSE: PAY stockholders.
The investigation by a law firm concerns whether certain officers and directors of VeriFone Systems, Inc. breached their fiduciary duties owed to NYSE: PAY investors in connection with the proposed acquisition.
On April 9, 2018, Verifone Systems, Inc. (NYSE: PAY) and Francisco Partners announced that they have entered into an agreement under which an investor group led by Francisco Partners and including British Columbia Investment Management Corporation (BCI) will acquire Verifone for $23.04 per share in cash, representing a total consideration of approximately $3.4 billion, which includes Verifones net debt. Under the terms of the agreement, Verifone Systems, Inc. (NYSE: PAY) stockholders will receive $23.04 in cash for each share of Verifone common stock held.
However, given that at least one analyst has set the high price target for NYSE:PAY shares at $26.00 per share, the investigation concerns whether the offer is unfair to NYSE: PAY stockholders. More specifically, the investigation concerns whether the VeriFone 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.