Robbins Umeda LLP Announces an Investigation of SuccessFactors, 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 SuccessFactors, Inc. (NYSE: SFSF) in connection with their efforts to sell the company to SAP AG.
On December 3, 2011, SuccessFactor and SAP AG announced that SAP’s subsidiary, SAP America, Inc., has entered into a definitive merger agreement with SuccessFactors, pursuant to which a subsidiary of SAP would offer to acquire all outstanding shares of SuccessFactors common stock for $40.00 per share in cash. The SuccessFactors 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 SuccessFactors’ board is undertaking a fair process to obtain maximum value and adequately compensate shareholders. At least one analyst has a price target of $45.00 per share. Moreover, SuccessFactors traded over the offer price as recently as April 26, 2011, when it traded as high as $40.44.
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. Upon completion of the transaction, Successfactors will remain independent and be named “SuccessFactors, an SAP company.” According to the press release issued on December 3, 2011, the CEO of SuccessFactors, Lars Dalgaard, will lead the cloud business of SAP, as well as continue as CEO of SuccessFactors. Moreover, the chairman of SAP’s supervisory board, Hasso Plattner, recommended that Lars Dalgaard be appointed to the executive board of SAP AG.
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