Investigation Overview
December 19, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Volcano Corporation (NASDAQ:VOLC), was announced concerning whether the takeover of Volcano Corporation by Royal Philips for $18.00 per share is unfair to NASDAQ:VOLC stockholders.
The investigation by a law firm concerns whether certain officers and directors of Volcano Corporation breached their fiduciary duties owed to NASDAQ:VOLC investors in connection with the proposed acquisition.
On December 17, 2014, Royal Philips (NYSE: PHG; AEX: PHIA) and Volcano Corporation (NASDAQ:VOLC) announced that they have entered into a merger agreement. Pursuant to the agreement, Royal Philips will commence a tender offer to acquire all of the issued and outstanding shares of Volcano for USD 18.00 per share, or a total equity purchase price of USD 1 billion (approx. EUR 800 million), to be paid in cash upon completion.
However, given that NASDAQ:VOLC shares traded in early 2014 as high as $23.12 per share, respectively as high as $25.60 per share in early 2013, the investigation concerns whether the offer is unfair to NASDAQ:VOLC stockholders. More specifically, the investigation concerns whether the Volcano 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.
Volcano Corporation reported that its annual Total Revenue rose from $294.15 million in 2010 to $393.68 million in 2013. Shares of Volcano Corporation (NASDAQ:VOLC) traded during 2011 as high as $33.22 per share.