Radiant Systems, Inc.
Robbins Umeda LLP Announces an Investigation of Radiant 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 Radiant Systems, Inc. (NASDAQ: RADS) in connection with their efforts to sell the company to NCR Corporation (NYSE: NCR).
On July 11, 2011, RADS announced that it had entered into a definitive merger agreement under which NCR will acquire all outstanding shares of the company in a cash tender offer. Under the terms of the agreement, on July 25, 2011, NCR is expected to commence a tender offer to acquire outstanding shares of RADS for $28.00 per share. The transaction is expected to close in the third quarter of fiscal year 2011.
Robbins Umeda LLP’s investigation focuses on whether RADS’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. RADS reported first quarter results for fiscal year 2011 that exceeded analyst expectations. On April 28, 2011, the company reported $87.1 million in revenue for the quarter, a 10% increase over the same quarter in the prior year, and above analyst expectations of only $86.8 million. Furthermore, the company reported an EPS of $0.23 per diluted share beating analyst estimates of an EPS of only $0.20.
In addition, the firm is investigating whether self-dealing and other employment guarantees played a part in the decision by the board to enter into agreements with NCR. Upon closure, several officers of RADS are expected to play integral roles at NCR, with NCR set to offer retention and employment agreements to key members of RADS’ management team. For example, RADS’ current Chief Operating Officer, Andrew Heyman, is expected to lead the Radiant division of NCR.
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