Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of Novellus Systems, Inc. (“Novellus” or the “Company”) (NASDAQ: NVLS) for potential breaches of fiduciary duties in connection with their conduct related to the sale of the Company to Lam Research Corporation (“Lam”) (NASDAQ: LRCX) in an all-stock deal valued at about $3.3 billion. Under the terms of the proposed transaction, Novellus stockholders will receive 1.125 shares of Lam for each share of Novellus common stock they own. Based on the closing price of Lam’s stock on December 16, 2011, the deal values Novellus at $40.41 per share, while according to Yahoo! Finance, at least one financial analyst has set a price target of $51.75 for Novellus.
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Whether Novellus’s Board of Directors breached their fiduciary duties to the Company’s stockholders by failing to conduct an adequate and fair sales process prior to agreeing to this proposed transaction, whether the proposed transaction undervalues Novellus’s shares and by how much this proposed transaction undervalues the Company to the detriment of Novellus’s shareholders are the key focus of this investigation.
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