Robbins Umeda LLP Announces an Investigation of Tekelec
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 Tekelec (NASDAQ: TKLC) in connection with their efforts to sell the company to a consortium led by Siris Capital Group, LLC (“Siris and affiliates”).
On November 7, 2011, Tekelec announced that it had entered into a definitive merger agreement pursuant to which Siris and affiliates will acquire all outstanding shares of the company in an all-cash transaction. According to the terms of the deal, shareholders will receive $11.00 for each share of Tekelec they own. The transaction is expected to close as early as the first quarter of 2012.
Robbins Umeda LLP’s investigation focuses on whether Tekelec’s board is undertaking a fair process to obtain maximum value and adequately compensate shareholders, particularly in light of the company’s recent positive financial results. On November 7, 2011, Tekelec announced strong financial results for the third quarter of 2011 that exceeded expectations. The company reported diluted, non-GAAP EPS of $0.19, beating analyst estimates of only $0.14, and non-GAAP operating margins of 21%, compared to estimates of only 14% for the quarter. Additionally, Tekelec reported revenue of $106.18 million, greatly beating analyst estimates of only $100.67 million for the quarter. Furthermore, at least one financial analyst has released a target price for Tekelec that values the company’s stock at $16.00 per share, considerably higher than value being offered by Siris and affiliates.
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