Investigation Overview
In response to the buyout rumors an investigation on behalf of investors of Websense Inc. (NASDAQ:WBSN) over possible breaches of fiduciary duties was announced.
The investigation by a law firm concerns whether Websense Inc. and certain of its officers and directors breach or breached their fiduciary duties owed to Websense Inc. (NASDAQ:WBSN) investors in connection with the takeover rumors or in the event of a takeover.
San Diego, California based Websense, Inc. is a provider of information technology security solutions, including Web security (including malware detection and removal), data security and e-mail security solutions. Websense 12 month total revenue went from $178.81million in 2006 to $313.71million in 2009.
WBSN shares traded in the beginning of 2006 at over $33 per share. On March 20, 2006 WBSN shares split, 2:1 and WBSN shares fell in value to $18.01 per share on July 14, 2006. WBSN shares regained value and traded in the end of 2006 at over $27 per share. During 2007 WBSN shares lost in value and traded in the end of 2007 as low as $16.34 on November 30, 2007. During 2008 WBSN shares were able to regain value to $23.85 per share on September 26, 2008, before losing in value to as low as $9.88 per share in March 09. Since then WBSN shares again were able to regain value to $24.60 per share in April 2010. WBSN shares took at one day stock drop of almost $3 from $21.38 on Jul 27th to $18.71 on July 28th after Websense reported its Second Quarter 2010 Results and outlook for the Third Quarter 2010. In the following WBSN shares declined to as low as $17.90 per share on August 13, 2010. Shares of Websense Inc. (NASDAQ: WBSN) traded recently with $18.49 close to its lowest trading during July 2006 of $18.01 per share.
The investigation by a law firm questions whether a potential sale process and the potential price would be unfair to the shareholders of Websense Inc. (NASDAQ:WBSN).
On August 27, 2010 Reuters cited Websense Inc Chief Executive Gene Hodges saying Websense Inc is open to takeover bids, but doesnt plan to put itself on sale in an auction. Shares of Websense inclined in response to the media report to $20.70 per share on September 02, 2010.
The investigation focuses whether the Websense board of directors will undertake an adequate and fair sales process to obtain fair consideration for all shareholders of Websense Inc. (NASDAQ:WBSN) and will breach their fiduciary duties to Websense Inc. (NASDAQ:WBSN) shareholder by failing to adequately shop the Company before entering into any transaction. In addition the investigation seeks also to determine if any officer, director or any insiders violated any laws in connection with the takeover rumors.