Bull & Lifshitz, LLP announces an investigation into possible breaches of fiduciary duty in connection with the proposed acquisition of Cogent Inc. (NASDAQ: COGT) (referred to as "Cogent" or the “Company”) by 3M Co. (referred to as "3M") in a cash transaction with a value of approximately $943 million.
Under the terms and conditions of the merger agreement, 3M, through a wholly-owned subsidiary, will make a tender offer to acquire all of the outstanding common stock of Cogent for $10.50 per share in cash. The Company's President and Chief Executive Officer, Ming Hsieh, has entered into a Voting and Tender Agreement (the "Voting and Tender Agreement"), effective as of August 29, 2010, with 3M in connection with the Merger. Pursuant to the Voting and Tender Agreement, Mr. Hsieh and certain stockholders affiliated with Mr. Hsieh have agreed to, among other things, tender their shares of capital stock of the Company in the tender offer and, if necessary, vote such shares in favor of the Merger and against any alternative acquisition proposal. An aggregate of approximately 34,369,965 shares of the Company's common stock are subject to the Voting and Tender Agreement, representing approximately 38.9% of the Company's outstanding shares of common stock.
Bull & Lifshitz, LLP's investigation is focused on whether the proposed deal provides adequate value to the Company’s shareholders.
If you are a shareholder of Cogent and would like more information about our investigation, please contact Joshua M. Lifshitz, Esq. by telephone at (866) 313-6222 or by sending an e-mail including your contact information to:
Bull & Lifshitz, LLP is a New York City-based law firm with significant experience representing investors in merger-related shareholder class actions, shareholder derivative actions, and securities fraud class actions. For more information about the firm, please visit our website at
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