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| Protecting the Rights of Shareholders and Consumers |
Investigations
Charlotte Russe Holding, Inc.
On August 24, 2009, Charlotte Russe Holding, Inc. (“Charlotte Russe” or the “Company”) announced that it agreed
to sell theCompany to Advent International Corp. Under the terms of the agreement, Charlotte Russe shareholders
will receive $17.50 in cash for each share of Charlotte Russe they own for a total transaction value of approximately
$380 million. The investigation concerns whether the Charlotte Russe Board of Directors expected earnings in the
past couple of quarters and that the purchase price is only 4.5 times EBITDA, which one analysts called "a pretty
good discount" for an acquisition of a specialty retailer. More...
BJ Services Company
On August 31, 2009, BJ Services Company (“BJ Services” or the “Company”) announced that it agreed to sell the
Company to Baker Hughes Inc. ("Baker Hughes") (NYSE: BHI). Under the terms of the agreement, each BJ Services
shareholders will receive 0.40035 shares of Baker Hughes stock as well as $2.69 in cash for each share of BJ Services
they own for a total transaction value of approximately $5.5 billion. Based on the closing price of Baker Hughes
stock the day prior to the announcement, the transaction values BJ Services shares at approximately $17.93 per
share. The investigation concerns whether the BJ Services Board of Directors breached their fiduciary duties to BJ
Services shareholders given that the Company's shares traded at a 52-week high of over $28.00 per share and at
least one analyst has set a $32 price target for BJ Services stock. More...
Marvel Entertainment
On August 31, 2009, Marvel Entertainment, Inc. (“Marvel” or the “Company”) announced that it agreed to sell the
Company to Walt Disney Co. ("Walt Disney") (NYSE: DIS). Under the terms of the agreement, Marvel shareholders
would receive a total of $30 per share in cash plus approximately 0.745 Disney shares for each Marvel share they
own for a total transaction value of approximately $4 billion. The transaction values Marvel shares at approximately
$50 per share, based on the $26.84 closing price of Walt Disney stock the day prior to the announcement. The
average closing price of Walt Disney stock for the six month period prior to the announcement is approximately
$22.60 per share. For fiscal year 2008, Marvel has reported revenues of $676 million and net income of $205
million, as compared to revenues of $485 million and income of $139 million for fiscal year 2007. More...
NYFIX, Inc.
On August 28, 2009, NYFIX, Inc. (“NYFIX” or the “Company”) announced that it agreed to sell the Company to NYSE
Euronext, Inc. (NYSE: NYX). Under the terms of the agreement, NYFIX shareholders will receive $1.675 in cash for
each share of NYFIX they own for a total transaction value of approximately $144 million. The investigation concerns
whether the NYFIX Board of Directors breached their fiduciary duties to NYFIX shareholders given that (i) the
Company's shares traded at over $3.00 per share in the fourth quarter of 2008 and has a 52-week high of $3.75 per
share; and (ii) the NYFIX Board of Directors agreed to a strict "no solicitation" provision and agreed to pay a $5
million termination fee which will all but ensure that no superior offer will ever be forthcoming. More...
Odyssey Re Holdings Corp.
Levi & Korsinsky is investigating the Board of Directors of Odyssey Re Holdings Corp. (“Odyssey Re” or the
“Company”) for possible breaches of fiduciary duty and other violations of state law in connection with a proposal
from Fairfax Financial Holdings Limited (“Fairfax”), the Company's majority shareholder, to purchase the Company.
On September 8, 2008, the Company announced that it had received an unsolicited proposal from Fairfax under
which Fairfax will buy all of the company’s outstanding common stock that it does not yet own for $60 per share.
Fairfax currently owns 72.6% of the outstanding Odyssey Re common shares.More...
Candela Corporation
On September 9, 2009, Candela Corporation (“Candela” or the “Company”) announced that it agreed to sell the
Company to Syneron Medical Ltd. ("Syneron") (NasdaqGS: ELOS). Under the terms of the agreement, Candela
shareholders will receive 0.2911 shares of Syneron stock for each share of Candela common stock they own. Based
on the previous day's closing price of Syneron stock, the transaction values Candela shares at approximately $2.84
for a total transaction value of approximately $65 million. More...
Intellon Corporation
On September 8, 2009, Intellon Corporation (“Intellon” or the “Company”) announced that it agreed to sell the
Company to Atheros Communications Inc. ("Atheros") (NasdaqGS: ATHR). Under the terms of the agreement,
Intellon shareholders can elect to receive for each Intellon share they own either 0.267 Atheros shares, $7.30 in
cash, or 0.125 Atheros shares plus $3.60 in cash. The actual amounts each Intellon shareholder will receive will be
subject to adjustments that reflect the elections of other Intellon shareholders. The total transaction is valued at
approximately $244 million. More...
Sepracor, Inc.
On September 3, 2009, Sepracor, Inc. (“Sepracor” or the “Company”) announced that it agreed to sell the
Company to Dainippon Sumitomo Pharma Co. ("Dainippon "). Under the terms of the agreement, Sepracor
shareholders will receive $23.00 in cash for each share of Sepracor they own for a total transaction value of
approximately $2.6 billion. More...
On August 24, 2009, Charlotte Russe Holding, Inc. (“Charlotte Russe” or the “Company”) announced that it agreed
to sell theCompany to Advent International Corp. Under the terms of the agreement, Charlotte Russe shareholders
will receive $17.50 in cash for each share of Charlotte Russe they own for a total transaction value of approximately
$380 million. The investigation concerns whether the Charlotte Russe Board of Directors expected earnings in the
past couple of quarters and that the purchase price is only 4.5 times EBITDA, which one analysts called "a pretty
good discount" for an acquisition of a specialty retailer. More...
BJ Services Company
On August 31, 2009, BJ Services Company (“BJ Services” or the “Company”) announced that it agreed to sell the
Company to Baker Hughes Inc. ("Baker Hughes") (NYSE: BHI). Under the terms of the agreement, each BJ Services
shareholders will receive 0.40035 shares of Baker Hughes stock as well as $2.69 in cash for each share of BJ Services
they own for a total transaction value of approximately $5.5 billion. Based on the closing price of Baker Hughes
stock the day prior to the announcement, the transaction values BJ Services shares at approximately $17.93 per
share. The investigation concerns whether the BJ Services Board of Directors breached their fiduciary duties to BJ
Services shareholders given that the Company's shares traded at a 52-week high of over $28.00 per share and at
least one analyst has set a $32 price target for BJ Services stock. More...
Marvel Entertainment
On August 31, 2009, Marvel Entertainment, Inc. (“Marvel” or the “Company”) announced that it agreed to sell the
Company to Walt Disney Co. ("Walt Disney") (NYSE: DIS). Under the terms of the agreement, Marvel shareholders
would receive a total of $30 per share in cash plus approximately 0.745 Disney shares for each Marvel share they
own for a total transaction value of approximately $4 billion. The transaction values Marvel shares at approximately
$50 per share, based on the $26.84 closing price of Walt Disney stock the day prior to the announcement. The
average closing price of Walt Disney stock for the six month period prior to the announcement is approximately
$22.60 per share. For fiscal year 2008, Marvel has reported revenues of $676 million and net income of $205
million, as compared to revenues of $485 million and income of $139 million for fiscal year 2007. More...
NYFIX, Inc.
On August 28, 2009, NYFIX, Inc. (“NYFIX” or the “Company”) announced that it agreed to sell the Company to NYSE
Euronext, Inc. (NYSE: NYX). Under the terms of the agreement, NYFIX shareholders will receive $1.675 in cash for
each share of NYFIX they own for a total transaction value of approximately $144 million. The investigation concerns
whether the NYFIX Board of Directors breached their fiduciary duties to NYFIX shareholders given that (i) the
Company's shares traded at over $3.00 per share in the fourth quarter of 2008 and has a 52-week high of $3.75 per
share; and (ii) the NYFIX Board of Directors agreed to a strict "no solicitation" provision and agreed to pay a $5
million termination fee which will all but ensure that no superior offer will ever be forthcoming. More...
Odyssey Re Holdings Corp.
Levi & Korsinsky is investigating the Board of Directors of Odyssey Re Holdings Corp. (“Odyssey Re” or the
“Company”) for possible breaches of fiduciary duty and other violations of state law in connection with a proposal
from Fairfax Financial Holdings Limited (“Fairfax”), the Company's majority shareholder, to purchase the Company.
On September 8, 2008, the Company announced that it had received an unsolicited proposal from Fairfax under
which Fairfax will buy all of the company’s outstanding common stock that it does not yet own for $60 per share.
Fairfax currently owns 72.6% of the outstanding Odyssey Re common shares.More...
Candela Corporation
On September 9, 2009, Candela Corporation (“Candela” or the “Company”) announced that it agreed to sell the
Company to Syneron Medical Ltd. ("Syneron") (NasdaqGS: ELOS). Under the terms of the agreement, Candela
shareholders will receive 0.2911 shares of Syneron stock for each share of Candela common stock they own. Based
on the previous day's closing price of Syneron stock, the transaction values Candela shares at approximately $2.84
for a total transaction value of approximately $65 million. More...
Intellon Corporation
On September 8, 2009, Intellon Corporation (“Intellon” or the “Company”) announced that it agreed to sell the
Company to Atheros Communications Inc. ("Atheros") (NasdaqGS: ATHR). Under the terms of the agreement,
Intellon shareholders can elect to receive for each Intellon share they own either 0.267 Atheros shares, $7.30 in
cash, or 0.125 Atheros shares plus $3.60 in cash. The actual amounts each Intellon shareholder will receive will be
subject to adjustments that reflect the elections of other Intellon shareholders. The total transaction is valued at
approximately $244 million. More...
Sepracor, Inc.
On September 3, 2009, Sepracor, Inc. (“Sepracor” or the “Company”) announced that it agreed to sell the
Company to Dainippon Sumitomo Pharma Co. ("Dainippon "). Under the terms of the agreement, Sepracor
shareholders will receive $23.00 in cash for each share of Sepracor they own for a total transaction value of
approximately $2.6 billion. More...
