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 Quest Software, Inc. (NASDAQ: QSFT) in connection with their efforts to sell the company to Dell, Inc. (NASDAQ: DELL). Concerned shareholders who would like more information about their rights and potential remedies can contact attorney Gregory E. Del Gaizo at (800) 350-6003, email@example.com, or via the shareholder information form on the firm's website.
On July 2, 2012, Quest Software announced that it had entered into a definitive merger agreement to be acquired by Dell. According to the terms of the deal, Dell will acquire all outstanding shares of the company through an all-cash transaction. Pursuant to the agreement, Quest Software shareholders will receive $28.00 in cash for each share of the company they own. The transaction is expected to close during Dell's third fiscal quarter.
Robbins Umeda LLP's investigation focuses on whether the Board of Directors at Quest Software is undertaking a fair process to obtain maximum value and adequately compensate shareholders in light of the company's recent positive financial results. On May 10, 2012, Quest Software reported strong operating results for the first quarter of fiscal year 2012. The company reported net income of $22.8 million, a 21.9% increase over the $18.7 million in net sales reported during the same quarter of the previous year. Additionally, Quest Software reported diluted earnings per share of $0.27 for first quarter of 2012, which beat consensus estimates of $0.248 by 8.9%.
Given the company's impressive financial results, Robbins Umeda LLP is examining the board's decision to sell Quest Software now at $28.00 per share rather than allow shareholders to continue to participate in the company's continued success and future growth prospects.