SAN DIEGO, CA (Shareholders Foundation) Multiple investigations on behalf of current investors of Wind River Systems, Inc. (Public, NASDAQ:WIND) over potential breaches of fiduciary duty and other violations of state law by the Board of Directors of the Wind River Systems alleging an unfair takeover price were announced.


The investigations by law firms focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Wind River Systems, Inc. (NASDAQ:WIND) arising out of their attempt to sell Wind River Systems to Intel Corp. Wind River announced on June 04, 2009 that Intel Corporation has entered into a definitive agreement to acquire Wind River Systems Inc, under which Intel will acquire all outstanding Wind River common stock for $11.50 per share in cash, or approximately $884 million in the aggregate.

Wind River will become a wholly owned subsidiary of Intel and continue with its current business model of supplying leading-edge products and services to its customers worldwide. The board of directors of Wind River has unanimously approved the transaction. According to the investigation the transaction appears to be unfair to current investors of Wind River Systems, Inc. (NASDAQ:WIND) and the offer to purchase Wind River for $11.50 per share appears opportunistically timed to take advantage of the current economic downturn.

Therefore the investigation is primarily focused on whether Wind River Systems Board of Directors fulfilled their fiduciary duties to maximize shareholder value in connection with the proposal. Wind River Systems, Inc., located in Alameda, CA, is a provider device software optimization (DSO). Wind River helps companies develop and manage device software for embedded systems and wireless products. Wind River offers its customers a choice of real-time operating systems and open-source, commercial-grade Linux operating systems.

Wind River Systems, Inc had $328.63million in total revenue in 2007 and $359.66million in total revenue in 2008. Shares of Wind River Systems, Inc. (NASDAQ:WIND) traded at $11.51 per share slightly above the offered price and down from a 52weekHigh of $12.99 per share. Shares of Wind River Systems, Inc. (NASDAQ:WIND) reached an all time high in 2000 with over $50 per share. Intel is clearly moving more determinedly into software, as it tries to stay on top of the shift in personal computing toward smaller, portable devices