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Ademi & O’Reilly, LLP is investigating the Board of Directors of Analogic Corporation (Nasdaq: ALOG) for possible breaches of fiduciary duty and other violations of Massachusetts law in connection with the sale of Analogic to Altaris.

Ademi & O’Reilly, LLP alleges Analogic’s long-term financial outlook is improving and yet Analogic shareholders will receive only $84 for each share of Analogic common stock they own, more than 12.5% less than Analogic’s closing price on April 10, 2018.  Altaris is well aware of Analogic’s improving financial metrics and is purchasing Analogic at a substantial discount.  The merger agreement unreasonably limits competing bids for Analogic by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Analogic receive and accept a superior bid. Analogic insiders, their affiliates and other major shareholders own significant voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of Analogic. Our investigation centers on the conduct of Analogic’s Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Analogic given its current financial condition and prospects.