The Briscoe Law Firm, PLLC, founded by a former state prosecutor and enforcement attorney for the United States Securities and Exchange Commission, and the securities litigation law firm of Powers Taylor LLP are investigating potential legal claims against the Board of Directors of Conexant Systems, Inc. (“Conexant Systems” or “CNXT”) (NASDAQ: CNXT) related to the proposed buyout by SMSC (NASDAQ: SMSC). The investigation relates to the fairness of the proposed transaction to Conexant Systems shareholders, possible breaches of fiduciary duty and other violations of state law by the Board of Directors of Conexant Systems for approving this transaction, and whether Conexant Systems’ Board of Directors acted in the shareholders’ best interests.
The definitive acquisition agreement announced on January 10, 2011 involves a transaction valued at approximately $284 in which Conexant Systems shareholders will receive approximately $2.25 for each share of Conexant Systems/CNXT common stock they hold. The acquisition price includes a cash payment of $1.125 for each share and a fixed ratio of no more than 0.04264, but not less than 0.03489, shares of SMSC stock equal to a value of $1.125.
Although the acquisition price represents a small premium above Conexant Systems’ closing price the day before the announcement, Conexant Systems stock traded over $5.00 per share in early 2010 and traded over $2.40 per share as recently as July 2010. Based on these and other factors, the firms believe that the acquisition price may not be fair for the shareholders.
If you currently own shares of Conexant Systems/CNXT and would like additional information regarding this investigation, or if you have information regarding the allegations involved in this transaction, please contact Patrick Powers at Powers Taylor LLP, toll free (877) 728-9607, via e-mail at firstname.lastname@example.org, or Willie Briscoe at The Briscoe Law Firm, PLLC toll free (877) 397-5991, or via email at WBriscoe@TheBriscoeLawFirm.com. There is no cost or fee to you.The Briscoe Law Firm is a full service business litigation and shareholder rights advocacy firm with more than 20 years of experience in complex litigation matters.