Robbins Arroyo LLP: Acquisition of Textura Corporation (TXTR) by Oracle Corporation (ORCL) May Not Be in Shareholders’ Best Interests
Robbins Arroyo LLP is investigating the proposed acquisition of Textura Corporation (NYSE: TXTR) by Oracle Corporation (NYSE: ORCL). On April 28, 2016, the two companies announced the signing of a definitive merger agreement pursuant to which Oracle will acquire Textura. Under the terms of the agreement, Textura shareholders will receive $26.00 for each share of Textura common stock.
Is the Proposed Acquisition Best for Textura and Its Shareholders?
Robbins Arroyo LLP’s investigation focuses on whether the board of directors at Textura is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.
As an initial matter, the $26.00 merger consideration represents a premium of only 30.70% based on Textura’s closing price on April 27, 2016. This premium is significantly below the average one day premium of nearly 58.08% for comparable transactions within the past five years. In the last three years, Textura traded as high as $47.25 on October 1, 2013, and most recently traded above the merger consideration – at $29.95 – on November 9, 2015.
On February 24, 2016, Textura reported strong earnings results for its fourth quarter 2015. Textura reported revenue of $23.7 million for the three months ended December 31, 2015, a 33% increase from the same period of the prior year. In addition, Textura has beaten analyst estimates for revenue in three out of the past four quarters, and adjusted net income and adjusted earnings per share in the last four quarters. In commenting on these results, Textura Interim Chief Executive Officer Dave Habiger remarked, “The fourth quarter capped a solid year for Textura as we made progress towards our strategic goals. With growing demand for our solutions, evidenced by the addition of several large general contractors in the U.S., we are extending our leading position and market share.”
In light of these facts, Robbins Arroyo LLP is examining Textura’s board of directors’ decision to sell the company now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.
Textura shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information.
Textura shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.