Acme directors (APKT:US) breached their fiduciary duty to shareholders by agreeing to provisions that restrain other bidders, Willard Love said in a complaint filed today in Delaware Chancery Court in Wilmington.
“Given Acme’s future growth prospects, the consideration shareholders will receive is inadequate and undervalues the company,” Love said in the complaint. “Oracle is seeking to acquire the company at a most opportune time, at a time when the company is still suffering setbacks from a temporary stall in the telecom market.”
Oracle, the second-largest maker of business applications, said Feb. 4 that it would pay $29.25 a share in cash for Bedford, Massachusetts-based Acme to gain networking gear that helps corporations securely transmit information over the Internet.
Acme’s tools to transmit voice and video via the Web may help Oracle challenge Cisco Systems Inc. in networking. Excluding Acme’s cash, Oracle is paying $1.7 billion. The offer is more than six times Acme’s sales during the past 12 months, according to data compiled by Bloomberg.
Love seeks to represent all Acme shareholders in his bid to block the deal and is requesting unspecified damages.
Mike O’Malley, a spokesman for Acme Packet, declined to comment on the complaint.
The case is Love v. Ory CA8303, Delaware Chancery Court (Wilmington).
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