Blue Coat Systems Inc.
Robbins Umeda LLP Announces an Investigation of Blue Coat Systems, 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 Blue Coat Systems, Inc. (NASDAQ: BCSI) in connection with their efforts to sell the company to a group of investors led by Thoma Bravo, LLC.
On December 9, 2011, Blue Coat announced that it had entered into a definitive merger agreement pursuant to which the investors led by Thoma Bravo will acquire Blue Coat for $25.81 per share in cash. Blue Coat’s Board of Directors has unanimously approved the transaction, which is expected to close in the first quarter of 2012.
Robbins Umeda LLP’s investigation focuses on whether Blue Coat’s board is undertaking a fair process to obtain maximum value and adequately compensate shareholders in light of the company’s recent positive financial results. On November 17, 2011, the company reported better than expected second-quarter fiscal year 2012 results that beat analyst estimates. The company reported adjusted non-Generally Accepted Accounting Principles earnings per share of $0.20, an 11.1% increase compared with the $0.18 reported for the first-quarter of fiscal year 2012 and above estimates of $0.13. Similarly, Blue Coat reported revenue of $114.1 million, a 4.2% increase compared with the $109.5 million reported for the first-quarter of fiscal year 2012 and above analyst expectations of $105.9 million. Further, at least one analyst has a price target of $28.00 per share, and Blue Coat closed over the offer price as recently as May 4, 2011, when it closed at $27.54.
Robbins Umeda is also investigating whether self-dealing and other employment guarantees played a part in the decision by the board to enter into the merger agreement. According to the press release issued on December 9, 2011, Blue Coat’s existing management team will continue to manage the company after completion of the transaction.
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Robbins Umeda LLP is a nationally recognized leader in securities litigation and shareholder rights law. The firm represents individual and institutional investors in shareholder derivative and securities class action lawsuits, and has helped its clients realize more than $1 billion of value for themselves and the companies in which they have invested.