Novellus Systems, Inc.
Robbins Umeda LLP Announces an Investigation of Novellus Systems, Inc.
Robbins Umeda LLP has commenced an investigation into possible breaches of fiduciary duty and other violations of state law by members of the board of directors of Novellus Systems, Inc. (NASDAQ: NVLS) in connection with their efforts to sell the company to Lam Research Corporation (NASDAQ: LRCX). Concerned shareholders who would like more information about their rights and potential remedies can complete the form below and we will contact you directly. You can also contact attorney Gregory E. Del Gaizo at (800) 350-6003.
On December 14, 2011, Lam Research announced that it had entered into a definitive merger agreement pursuant to which it will acquire all outstanding shares of Novellus in an all-stock transaction. According to the terms of the agreement, Novellus stockholders will receive 1.125 shares of Lam Research common stock for each share of Novellus that they own. Based on the closing price of Lam Research’s stock on December 14, 2011, the transaction values Novellus at $44.42 per share. The transaction is expected to close in the second calendar quarter of 2012.
Robbins Umeda LLP’s investigation focuses on whether Novellus’ 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 October 26, 2011, the company reported better than expected financial results for that third-quarter of fiscal year 2011 that beat analyst projections. Novellus reported adjusted earnings per share (EPS) of $0.71 for the quarter, beating analyst estimates of an adjusted EPS of only $0.68 for the same period.
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 14, 2011, Timothy Archer, chief operating officer of Novellus, will become chief operating officer of the combined company. Additionally, the board of directors of Lam Research will add four new directors jointly nominated by Lam Research and Novellus.
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.