An investor in NASDAQ:TRCR shares filed a lawsuit in State Court against directors of Transcend Services, Inc. in effort to block the proposed takeover of Transcend Services, Inc.by by Nuance Communications, Inc. for $29.50 per NASDAQ:TRCR share.
Investors who purchased shares of Transcend Services, Inc. (NASDAQ:TRCR) prior to March 7, 2012 and currently hold (any) NASDAQ:TRCR shares have certain options and should contact the Shareholders Foundation at mail(at)shareholdersfoundation.com or call +1(858) 779 – 1554.
According to the complaint the plaintiff alleges that directors of Transcend Services, Inc. breached their fiduciary duties owed to NASDAQ:TRCR stockholders arising out of the attempt to sell Transcend Services, Inc. at an unfair price via an unfair process to Nuance Communications, Inc..
On March 7, 2012, Transcend Services, Inc. (NASDAQ: TRCR) and Nuance Communications, Inc. (NASDAQ: NUAN) had announced an agreement for Nuance Communications, Inc. to acquire Transcend Services, Inc. for approximately $300 million, net, in cash. Under the terms of the proposed transaction Nuance Communications, Inc. has agreed to acquire Transcend Services, Inc. through a cash tender offer of $29.50 per Transcend Services, Inc. share.
However, the plaintiff alleges that the $29.50offer is too cheap and undervalues the company. In fact,, NASDAQ:TRCR shares traded in July 2011 as high as $29.90 per share thus offering those stockholders a discount. Furthermore, at least one analyst has set the high target price for NASDAQ:TRCR shares at $34 per share. Furthermore, the plaintiff says the Transcend Services, Inc is a strong company with the potential for greater future growth. Indeed, Transcend Services, Inc has also performed well for its investors in the recent past.
In addition, so the plaintiff, the defendants have agreed to deal protective devices, such as a $9.9million termination fee provision, a no solicitation clause, and tender and voting agreements, which effectively ensure the sale of Transcend Services, Inc to Nuance Communications and also deter other buyers from offering a superior price for Transcend Services, Inc.
Those who are current investors in Transcend Services, Inc. (NASDAQ:TRCR) and purchased their NASDAQ:TRCR shares prior to the announcement, have certain options and should contact the Shareholders Foundation.
Shareholders Foundation, Inc.
3111 Camino Del Rio North – Suite 423
92108 San Diego