San Diego, CA -- (SBWIRE) -- 03/21/2012 -- An investor in NASDAQ:ZOLL shares filed a lawsuit against members of the board of directors in effort to block the proposed takeover of ZOLL Medical Corporation by Asahi Kasei Corporation for $23 per NASDAQ:ZOLL share.
Investors who purchased shares of ZOLL Medical Corporation (NASDAQ:ZOLL) prior to March 12, 2012 and currently hold those NASDAQ:ZOLL shares have certain options and should contact the Shareholders Foundation at mail(at)shareholdersfoundation.com or call +1(858) 779 – 1554.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:ZOLL stockholders arising out of the attempt to sell ZOLL Medical at an unfair price via an unfair price.
On Monday, March 12, 2012, ZOLL Medical Corporation (NASDAQ GS: ZOLL) and Asahi Kasei Corporation (TSE1: 3407), announced that Asahi Kasei Corporation has entered into a merger agreement with ZOLL Medical Corporation, pursuant to which Asahi Kasei Corporation will acquire ZOLL Medical Corporation for approximately $2.21 billion. Under the terms of the proposed transaction Asahi Kasei Corporation, through a U.S. subsidiary, will make a cash tender offer to purchase all of the outstanding shares of ZOLL Medical Corporation common stock for $93 per share. Zoll Medical Corporation said the $93offer represents a premium of 29.6% over ZOLL Medical’s volume weighted average closing stock price over the 30 trading day period ended March 9, 2012, and a 23.8% premium over the closing price on March 9, 2012.
However, the plaintiff alleges that the $93offer is unfair to NASDAQ:ZOLL stockholders and undervalues Zoll Medical Corporation. In fact, at least one analyst has set the high target price for NASDAQ:ZOLL stocks at $100 per share.
In addition, the plaintiff claims that the board of directors of Zoll Medical Corporation breached its fiduciary duties by agreeing to preclusive deal protection devices, such as a $64million termination fee, a matching rights, and a no-solicitation provision, that preclude any competing offers for the company.
Those who are current investors in ZOLL Medical Corporation (NASDAQ:ZOLL) and purchased their NASDAQ:ZOLL shares prior to the announcement, have certain options and should contact the Shareholders Foundation.
Shareholders Foundation, Inc.
3111 Camino Del Rio North - Suite 423
92108 San Diego