Investigation Overview
July 24, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Vivint Solar Inc (NYSE:VSLR), was announced concerning whether the takeover of Vivint Solar Inc by SunEdison, Inc is unfair to NYSE:VSLR stockholders.
The investigation by a law firm concerns whether certain officers and directors of Vivint Solar breached their fiduciary duties owed to NYSE:VSLR investors in connection with the proposed acquisition.
On July 20, 2015, SunEdison, Inc. (NYSE: SUNE), Vivint Solar (NYSE: VSLR) and TerraForm Power, Inc. (together with its subsidiaries, TerraForm Power) (Nasdaq: TERP), announced that SunEdison and Vivint Solar have signed a definitive merger agreement pursuant to which SunEdison will acquire Vivint Solar for approximately $2.2 billion, payable in a combination of cash, shares of SunEdison common stock and SunEdison convertible notes. Under the merger agreement, Vivint Solar stockholders will receive $16.50 per share, consisting of $9.89 per share in cash, $3.31 per share in SunEdison stock, and $3.30 per share in SunEdison convertible notes.
However, given that at least one analyst has set the high target price for NYSE:VSLR shares at $22.00 per share, the investigation concerns whether the offer is unfair to NYSE:VSLR stockholders. In addition, given that 313 Acquisition LLC, which owns approximately 77 percent of the outstanding Vivint Solar shares, has already entered into a voting agreement with SunEdison pursuant to which 313 Acquisition LLC has agreed, among other things, to vote in favor of the adoption of the merger agreement, subject to certain termination events, including, among others, termination of the merger agreement, the investigation concerns whether the Vivint Solar 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.
Vivint Solar Inc reported that its annual Total Revenue rose from $6.17 million to $25.26 million in 2014.