The claims asserted in the complaint arise from the proposed buyout of Microfluidics by IDEX Corporation ("IDEX"). On January 10, 2011, IDEX and Microfluidics announced a definitive agreement under which IDEX, through its wholly-owned subsidiary Nano Merger Sub, Inc., will commence a tender offer to acquire all of the outstanding shares of Microfluidics for $1.35 per share in cash.
The complaint alleges that the Microfluidics Board of Directors has breached their fiduciary duties by agreeing to the proposed transaction for grossly inadequate consideration. The complaint alleges that given Microfluidics's recent strong performance, analyst expectations, and synergies IDEX will realize from the merger, the $1.35 per share consideration Microfluidics shareholders are to receive is inadequate and significantly undervalues the company.
The complaint also alleges that the members of the Microfluidics Board of Directors have exacerbated their breaches of fiduciary duty by agreeing to lock-up the proposed transaction with deal protection devices that preclude other bidders from making a successful competing offer for the company. Specifically, the complaint alleges that pursuant to the merger agreement, defendants agreed to: (i) a strict no-solicitation provision that prevents Microfluidics from soliciting other potential acquirors or even in continuing discussions and negotiations with potential acquirors; (ii) a provision that provides IDEX with five business days to match any competing proposal in the event one is made; and (iii) a provision that requires Microfluidics to pay IDEX a termination fee of $860,000 and expenses of up to $140,000 in order to enter into a transaction with a superior bidder.
These provisions, the complaint alleges, substantially and improperly limit the Board's ability to act with respect to investigating and pursuing superior proposals and alternatives including a sale of all or part of Microfluidics.
