Investigation Overview
An investigation on behalf of current investors in Virtual Radiologic Corporation (NASDAQ:VRAD) concerning shareholder claims over possible breaches of fiduciary duty by the board of directors of Virtual Radiologic Corp was announced.
The investigation by law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Virtual Radiologic Corp arising out of their attempt to sell Virtual Radiologic Corporation (NASDAQ:VRAD) to Providence Equity Partners. Virtual Radiologic Corporation, located in Minnetonka, MN, is a radiology practice working in partnership with radiologists and hospitals to optimize radiologys role in the delivery of patient care. Virtual Radiologic Corporation reported in 2007 Total Revenue of $86.24million, in 2008 $106.57million, and in 2009 $120.74million.
On Monday, May 17, 2010, Virtual Radiologic Corporation (NASDAQ:VRAD) and Providence Equity Partners announced that they have entered into an agreement under which Providence Equity Partners will acquire all of the outstanding common stock of Virtual Radiologic Corporation for $17.25 per share in cash or a transaction value of approximately $294 million. Virtual Radiologics co-founder and Chief Medical Officer, Dr. Eduard Michel, who owns 6.0% of the Companys outstanding common shares, and Generation Partners, which owns 25.3% of the Companys common shares, have executed voting agreements under which they have agreed to vote in favor of the transaction. According to Virtual Radiologic Corporation its board of directors unanimously approved the agreement and the offer price represents a premium of 41.7 percent over the 30-day average closing stock price of $12.18 as of May 14, 2010, and a premium of 54.9 percent over the three month average closing stock price of $11.13.
Shares of Virtual Radiologic Corporation (VRAD) traded after the takeover announcement at $16.91 per share, and at $13.84 per share days before the news.
The investigation by a law firm concerns whether the Virtual Radiologic Corp. Board of Directors breached their fiduciary duties to Virtual Radiologic Corporation (VRAD) stockholders by failing to adequately shop the Company prior to entering into the agreement, whether the Board of Directors breached their fiduciary duties by not seeking a deal that would provide better value Virtual Radiologic (NASDAQ:VRAD), and whether Providence Equity Partners are underpaying for Virtual Radiologic (VRAD), thus unlawfully harming VRAD stockholders.