Plaintiffs in the deal, led by Steve Barta, claim that Analogic did not supply shareholders with appropriate material “necessary to allow them to make an informed decision concerning whether to vote in favor of the merger,” according to court documents.
Plaintiffs in the case claim that Analogic withheld this information and supplied misleading information in its support of the acquisition.
The suit seeks to block the acquisition from proceeding and to instruct Analogic to “disseminate a merger proxy that does not contain any untrue statements of material fact and that stats all material facts required in it or necessary to make the statements contained therein not misleading,” according to court documents.
Late last month, Analogic said it passed the first hurdle in the sale, announcing that it received notice from the US FTC that it was granted early termination of the waiting period under Hart-Scott-Rodino Antitrust Improvements act of 1976.
The sale, initially announced last month, follows an internal review Analogic announced last June in which the company sought to explore “strategic alternatives”, which ended with the company contacting approximately 75 potential financial and strategic buyers, domestically and internationally.
Analogic said it explored a number of other options, including a sale of the entire company and separation of its three business units, as well as continued operation on a stand-alone basis.
The company said that the deal represents a 25% premium over its closing share price of $67.45 as reported on June 7, 2017. The company’s shares are trading at $83.11 as of 9:35 a.m. EDT, down 13.5% so far today.
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