EMS Technologies, Inc.
Robbins Umeda LLP Is Investigating the Acquisition of EMS Technologies, Inc.
Robbins Umeda LLP, a shareholder rights litigation firm, is interested in helping shareholders of EMS Technologies, Inc. (NASDAQ: ELMG). The 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 EMS in connection with their efforts to sell the company to Honeywell (NYSE: HON).
On June 13, 2011, EMS announced a definitive agreement under which Honeywell will acquire all of EMS’s outstanding shares for $33.00 per share in cash. Under the terms of the agreement, which has been unanimously approved by both companies’ boards, a wholly-owned subsidiary of Honeywell will commence a tender offer within ten business days. The board of EMS recommends that EMS shareholders tender their shares. The transaction is expected to be completed in third quarter of 2011.
The investigation focuses on whether EMS’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 12, 2011, EMS reported first quarter 2011 EPS results that beat analyst expectations. Moreover, the company’s adjusted EBITDA for the first quarter 2011 was $9.5 million, a record for EMS, and 27% higher than what the company reported for the first quarter 2010.
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