Art Technology Group Inc., a maker of software for online marketing, won dismissal of a 2010 shareholder lawsuit challenging fairness of a buyout offer from Oracle Corp. (ORCL:US), the largest maker of database software.
Investors sued in Delaware Chancery Court seeking more money than Oracle’s $1 billion, $6-a-share offer for Cambridge, Massachusetts-based Art Technology, a 46 percent premium at the time. The buyout was completed in January 2011.
“The complaint does not allege any reasonably conceivable set of facts under which the sole interested director dominated or controlled the outside directors,” Judge J. Travis Laster wrote in an order today throwing out the case. “Any attack on the directors’ good faith fails to state a claim.”
In the complaint, plaintiffs’ lawyers noted that to facilitate the buyout, Art Technology’s directors amended the company’s “poison-pill” takeover defense to exclude Oracle and the proposed transaction.
Oracle, based in Redwood City, California, said last month that fiscal third-quarter profit topped analysts’ predictions, with new software license sales gaining 7 percent.
“We are gratified that the court dismissed plaintiffs’ meritless claims,“ said Oracle spokeswoman Deborah Hellinger in an e-mailed statement on the ruling.
The case is Cronenwett v. Art Technology Group Inc., CA5955, Delaware Court of Chancery (Wilmington).
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