An investor in National Semiconductor Corporation (NYSE:NSM) filed a lawsuit in State Court against National Semiconductor and Texas Instruments Inc in effort to stop the buyout under the current conditions.
If you purchased National Semiconductor Corporation (NYSE:NSM) and currently continue to hold those NYSE:NSM shares, you have certain options and you should contact the Shareholders Foundation at mail@shareholdersfoundation.com or call +1(858) 779 – 1554.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duty arising out of the attempt to sell National Semiconductor Corp too cheaply via an unfair process to Texas Instruments Inc.
On April 4, 2011, National Semiconductor (NYSE: NSM) and Texas Instruments Incorporated (NYSE: TXN) announced they have signed an agreement under which Texas Instruments Inc. will acquire National Semiconductor for $25 per NSM share in an all-cash transaction of about $6.5 billion.
In response to the takeover announcement shares of National Semiconductor Corporation (NYSE:NSM) rose in after hour trading to $24.30 per share.
However, the plaintiff claims that National Semiconductor’s officers and directors will receive special benefits from the proposed acquisition that its other shareholders will not receive. According to the complaint upon closing of the merger, certain directors and officers of National Semiconductor will enjoy accelerated and immediate vesting of stock options, restricted stock units, performance stock units and National Semiconductor restricted stock, which accelerated vesting is worth millions of dollars to the recipients. Furthermore the plaintiff alleges that in the merger agreement the board of directors if National Semiconductor created a playing field that is tilted in favor of Texas Instruments Inc. by agreeing to at least three provisions in derogation of their fiduciary duties to National Semiconductor’s shareholders, including a ‘no shop’, matching rights, and $200million termination fee provision.
Additionally National Semiconductor Corporation reported relatively consistent financial results over the past two 52/53week filing periods. Its 53week Total Revenue was roughly at $1.4billion. However National Semiconductor Corporation was able to increase its Net Income over the same time frame from $73.30million to lately $209.20million.
Those who purchased National Semiconductor Corporation (Public, NYSE:NSM) and currently continue to hold those NYSE:NSM shares, have certain options and should contact the Shareholders Foundation.
(PR-Inside.com)
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