Robbins Umeda LLP Announces an Investigation of Blackboard Inc.
Robbins Umeda LLP, a shareholder rights litigation firm, has commenced an investigation into possible breaches of fiduciary duty and other violations of state law by members of the board of directors of Blackboard Inc. (NASDAQ: BBBB) in connection with its efforts to sell the company to an investor group led by affiliates of Providence Equity Partners.
On July 1, 2011, Blackboard announced it had entered into a definitive agreement under which Blackboard will be acquired by Providence. Pursuant to this agreement, Blackboard shareholders will receive $45.00 in cash for each share of Blackboard common stock they own. The transaction is expected to close in the fourth quarter of 2011.
The investigation focuses on whether Blackboard’s board is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in light of the company’s recent positive financial results. On May 9, 2011, Blackboard reported first quarter 2011 revenues of $118.8 million, an increase of 18% over first quarter 2010. Additionally, at least five analysts had target prices higher than the offer, ranging from $50 to $55. These price targets were reaffirmed following the company’s May 9, 2011 earnings press release. Moreover, Blackboard traded as high as $50.26 on April 19, 2011, traded over the offer price as recently as May 11, 2011, and closed over the offer price as recently as May 10, 2011.
In addition, our firm is investigating whether self-dealing and other employment guarantees played a part in the decision by the board to enter into agreements with Providence. According to the merger agreement, Blackboard will become a privately held company and will continue to be led by its existing senior management team.
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