Investigation Overview
April 10, 2012 (Shareholders Foundation) -- The announcement that X-Rite, Incorporated agreed to be acquired by Danaher for $5.50 per share prompted an investigation for investors in X-Rite (NASDAQ:XRIT) shares concerning whether the offer to acquire X-Rite and the buyout process are unfair to investors in NASDAQ:XRIT shares.
The investigations by law firms concern whether certain officers and directors of X-Rite, Incorporated breached their fiduciary duties owed to NASDAQ:XRIT investors in connection with the proposed acquisition.
On Tuesday, April 10, 2012, X-Rite, Incorporated (NASDAQ:XRIT)announced that it has signed a merger agreement with Danaher (NYSE: DHR) under which Danaher will acquire X-Rite, Incorporated for $5.55 per share in cash, or a total of approximately $625 million including the assumption of debt, net of cash.
Following the takeover announcement shares of X-Rite, Incorporated (NASDAQ:XRIT) jumped from $4.00 on Monday, April 9, 2012 to $5.55 on Tuesday.
However, X-Rites financial performance improved over the past recent years. X-Rite, Incorporated reported that its Total Revenue rose from $191.67million for a 12months period ending on Jan 2, 2010 to $237.60million for a 12months period ending on Dec. 31, 2012 and its Net Loss of $25.24million for the 12months period ending on Jan 2, 2010 turned into a Net Income of $49.40million for the12months period ending on Dec. 31, 2012.
Furthermore, certain stockholders representing approximately 68% of the voting power of X-Rite's outstanding shares have already expressed their intend to tender their shares into the offer.
Therefore the investigation for X-Rite, Incorporated (NASDAQ:XRIT) investors concerns whether the proposed transaction is unfair to X-Rite, Incorporated (NASDAQ:XRIT) stockholders.
Specifically, the investigation focuses on whether the X-Rite, Incorporated (NASDAQ:XRIT) 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.