Shareholder rights firm Robbins Umeda LLP has commenced an investigation into possible breaches of fiduciary duty and other violations of the law by members of the board of directors of Ariba, Inc. (NASDAQ: ARBA) in connection with their efforts to sell the company to SAP AG (NYSE: SAP). Concerned shareholders who would like more information about their rights and potential remedies can contact attorney Gregory E. Del Gaizo at (800) 350-6003, firstname.lastname@example.org, or via the shareholder information form on the firm's website.
On May 22, 2012, Ariba announced that it had entered into a definitive merger agreement to be acquired by SAP. According to the terms of the deal, SAP will acquire all outstanding shares of the company through an all-cash transaction. Pursuant to the agreement, Ariba shareholders will receive $45.00 in cash for each share of the company they own. The transaction is expected to close during the third quarter of 2012.
Robbins Umeda LLP's investigation focuses on whether Ariba's board is undertaking a fair process to obtain maximum value and adequately compensate shareholders in light of the company's recent positive financial results. On April 26, 2012, Ariba reported strong operating results for the second quarter of fiscal year 2012 that beat analyst expectations. The company reported $131.5 million in revenue for the quarter, up 21% year over year and above estimates of only $129 million. Additionally, Ariba reported non-GAAP EPS of $0.25 for the second quarter of 2012, up 34% year over year and above analyst projections of only $0.22.
Notably, at least one leading market analyst has released a target price for Ariba that values the company's stock at $50.00 per share, while other analysts have voiced concern that SAP is currently underpaying for Ariba. In the words of Richard Williams, an analyst at Cross Research, "We think a counter-bid is likely and have raised our target price to $50.00 from $40.00." Given the company's impressive financial results and recent target prices, Robbins Umeda LLP is examining the board's decision to sell Ariba now at $45.00 per share rather than allow shareholders to continue to participate in the company's continued success and future growth prospects.