Faruqi & Faruqi, LLP, a national securities law firm based in Garden City, has begun an investigation into the sale of Caliper Life Sciences, Inc. to PerkinElmer, Inc. The latter announced this past Thursday that it sought to acquire all of Caliper’s outstanding common stock for $10.50 per share. An agreement to do so was signed that day, evidencing a purchase of the company for approximately $600 million in cash.
PerkinElmer boasted that the deal represented a 42% premium for Caliper shareholders. The following day, Caliper’s shares leapt from $7.39 to $10.43 per share. Yet even in late July, Caliper’s stocks had seen a closing price of $8.53 each, cutting the so-called “premium” down to approximately 18%. Thus, the issue at hand is whether or not PerkinElmer is underpaying for its acquisition of Caliper shares resulting in an unlawful financial harm to Caliper shareholders. An investigation has therefore ensued to discern whether PerkinElmer’s offer and purchase of Caliper would be unjust to its investors. Primarily, did Caliper’s Board of Directors and officers breach their fiduciary duties owed to the company’s shareholders?
Boards of Directors have a legal obligation to shareholders of the business not to act solely for their own benefit and to the detriment of the company and its stockholders. Failure to give proper consideration to a business decision such as the buyout of Caliper, may be considered a breach of a fiduciary duty and thus entitle defendant-shareholders to a cause of action for damages. The key focus of this case will be to what extent the company was undervalued and the scope of the loss incurred by Caliper’s shareholders.