NASDAQ:KEYN Investor files Lawsuit to stop Takeover of Keynote Systems, Inc.
The Shareholders Foundation announces that an investor, who currently holds NASDAQ:KEYN shares, filed a lawsuit in effort to stop the proposed takeover of Keynote Systems, Inc by an affiliate of Thoma Bravo, LLC for $20.00 per NASDAQ:KEYN.
San Mateo, CA based Keynote Systems, Inc. is a global provider of Internet and mobile cloud monitoring and testing solutions
Investors who purchased shares of Keynote Systems, Inc. (NASDAQ:KEYN) prior to June 24, 2013 , and currently hold any of those NASDAQ:KEYN shares have certain options and should contact the Shareholders Foundation at mail(at)shareholdersfoundation.com or call +1(858) 779 – 1554.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:KEYN stockholders by agreeing to sell Keynote Systems, Inc at an unfair price via an unfair process.
On June 24, 2013, Keynote Systems, Inc. announced it has entered into an agreement to be acquired by an affiliate of leading private equity investment firm Thoma Bravo, LLC in an all-cash transaction valued at approximately $395 million. Under the terms of the agreement, pending shareholder approval, Keynote stockholders will receive $20.00 in cash for each share of Keynote common stock. Keynote Systems, Inc. said that the $20-offer represents an approximately 48% premium over the company’s closing price on June 21, 2013.
However, the plaintiff claims that the $20-offer is too low and undervalues the company. Furthermore, the plaintiff says the board of directors of Keynote Systems has breached its fiduciary duties by failing to maximize the price available to Keynote Systems shareholders, by engaging in a flawed sales process, and by failing to provide Keynote Systems shareholders with all material information concerning the proposed transaction.
The plaintiff claims the proposed transaction is also unfair because, as part of the merger agreement, certain defendants agreed to certain onerous and preclusive deal protection device, such as a Steep $13.8 million termination fee, a strict no shop, ad a matching rights provision, that operate conjunctively to make the proposed transaction a fait accompli and ensure that no competing offers will emerge for Keynote Systems, Inc.
Keynote Systems, Inc. reported that its Total Revenue rose from $79.85 million for the 12 months period that ended on Sept. 30, 2010 to $124.34 million for the 12 months period that ended on Sept. 30, 2012.
Shares of Keynote Systems, Inc. (NASDAQ:KEYN) traded in 2011 as high as $25.77 per share.
On July 16, 2013, NASDAQ:KEYN shares closed at $19.87 per share.
Those who are current investors in Keynote Systems, Inc. (NASDAQ:KEYN), have certain options and should contact the Shareholders Foundation.
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