Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of Applied Signal Technology, Inc. by Raytheon Co
14 Enero 2011 - 2:14PM
Marketwired
Brower Piven, A Professional Corporation announces that a class
action lawsuit has been commenced in the Superior Court of the
State of California, County of Santa Clara, on behalf of all
shareholders of Applied Signal Technology, Inc. ("Applied Signal")
(NASDAQ: APSG).
The claims asserted in the complaint arise from the proposed
buyout ("Acquisition") of Applied Signal by Raytheon Company
("Raytheon"). On December 20, 2010, Applied Signal announced that
it had entered into a definitive merger agreement ("Agreement") to
be acquired by Raytheon. According to the complaint, and under the
Agreement, Applied Signal is to be acquired by Raytheon in an all
cash tender offer at $38.00 per share. According to the complaint,
defendants have placed the proposed Acquisition on a fast track,
with an offer deadline of January 28, 2011.
The complaint alleges that the Acquisition is the product of a
fundamentally flawed process in which Applied Signal's Board of
Directors failed to obtain the best possible price and adequately
shop the company before entering into the Agreement with Raytheon.
Indeed, the complaint alleges that the $38.00 per share acquisition
price is unfair and represents a miniscule 8.5% premium from
Applied Signal stock's closing price of $35.02 on December 17,
2010, the last trading day before the announcement. Moreover, the
complaint alleges that in May 2010, Applied Signal devised a
"corporate growth strategy" that contemplated expansion through a
combination of organic growth and strategic acquisitions, but
quickly abandoned the plan in June 2010 after Boeing Co. agreed to
buy defense contractor Argon ST Inc. in a deal valued at about $775
million. The complaint alleges that, in contrast to the lowball
8.5% premium offered to Applied Signal's shareholders, the Argon
deal involved a much higher 41% premium to Argon stock's closing
price the day before its announcement. The complaint also alleges
that the Applied Signal board of directors: (1) secured insider
benefits for themselves and the company's management, including
millions of dollars in recently amended change of control payments
and accelerated option payments; (2) adopted preclusive deal
protection devices to block out competing bidders that may have
offered more value to Applied Signal's shareholders; and (3) filed
with the United States Securities and Exchange Commission a
materially misleading 14D-9 Recommendation Statement that contained
numerous material misstatements and omissions.
If you are a current owner of shares of Applied Signal, you may
obtain additional information about this lawsuit by contacting
Brower Piven at www.browerpiven.com, by email at
hoffman@browerpiven.com, by calling 410/415-6616, or at Brower
Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson,
Maryland 21153. Attorneys at Brower Piven have combined experience
litigating securities and class action cases of over 60 years. If
you choose to retain counsel, you may retain Brower Piven without
financial obligation or cost to you, or you may retain other
counsel of your choice. You need take no action at this time to be
a member of the class.
CONTACT: Charles J. Piven Brower Piven, A Professional
Corporation Stevenson, Maryland 410/415-6616 Email Contact
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