Investigation Overview
Just hours after the Virage Logic board of directors announced the proposal by Synopsys, Inc. to take over Virage Logic Corp an investigation on behalf of current investors Virage Logic Corporation (NASDAQ:VIRL) over possible breaches of fiduciary duty by the board of directors of Virage Logic was announced
The investigation by a law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Virage Logic arising out of their attempt to sell Virage Logic Corporation (Public, NASDAQ:VIRL) to Synopsys, Inc.
Virage Logic Corporation, located in Fremont, California, provides semiconductor intellectual property (IP) and services to more than 400 semiconductor companies worldwide. Virage Logic Corporation reported in 2007 Total Revenue of $46.53million, in 2008 $59.33million, and in 2009 $47.44million.
On Thursday, June 10, 2010, Virage Logic Corporation (Nasdaq: VIRL) and Synopsys, Inc. (Nasdaq: SNPS) announced they have signed a agreement for Synopsys to acquire Virage Logic. Under the terms of the agreement, Synopsys will pay $12.00 cash per Virage Logic share, resulting in a transaction value of approximately $315 million, or approximately $289 million net of cash acquired.
According to Virage Logic Corporation (Nasdaq: VIRL) its board of directors has approved the transaction, and Virage Logic President and CEO Alex Shubat will join Synopsys.
Shares of Virage Logic Corporation (VIRL) traded before the announcement at $9.37 per share, down from its 52weekHigh of $10.76 per share, and over $12 per share in 2006.
The investigation by a law firm concerns whether the Virage Logic Corp. Board of Directors breaches their fiduciary Virage Logic Corporation (NASDAQ:VIRL) stockholders by failing to adequately shop the Company prior to supporting the agreement, whether the Board of Directors breaches their fiduciary duties by not seeking a deal that would provide better Virage Logic Corporation, and whether Synopsys, Inc. is underpaying Virage Logic (NASDAQ:VIRL), thus unlawfully harming VIRL stockholders.