Novellus Systems, Inc. (Nasdaq: NVLS) shareholder litigation in connection with alleged unfair takeover offer
On December 14, 2011, Novellus Systems, Inc. ("Novellus" or the "Company") announced that it has agreed to sell the Company to Lam Research Corp. ("Lam Research") (Nasdaq: LRCX). Under the terms of the transaction, holders of Novellus common
stock will receive 1.125 shares of Lam Research common stock for each share of Novellus common stock they own. Based on prior closing prices, the transaction values Novellus stock at approximately $44.42 per share for a total transaction value of approximately $3.3 billion. Upon closing, Lam Research will own approximately 59 percent of the company and Novellus stockholders will have 41 percent.
The investigation concerns whether the Novellus Board of Directors breached their fiduciary duties to Novellus stockholders by failing to adequately shop the Company before entering into this transaction and whether Lam Research is underpaying for Novellus shares, thus unlawfully harming Novellus stockholders.