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Ademi & O’Reilly, LLP is investigating the Board of Electro Scientific Industries, Inc. (Nasdaq:ESIO) for possible breaches of fiduciary duty and other violations of the law in connection with the sale of Electro Scientific to MKS.

Ademi & O’Reilly, LLP alleges Electro Scientific’s long-term financial outlook is improving and yet Electro Scientific shareholders will receive only $30 for each share of Electro Scientific common stock.  MKS is well aware of Electro Scientific’s improving financial metrics and is purchasing Electro Scientific at a substantial discount.  The merger agreement unreasonably limits competing bids for Electro Scientific by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Electro Scientific receive and accept a superior bid. Electro Scientific 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 Electro Scientific. Our investigation centers on the conduct of Electro Scientific’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 Electro Scientific given its current financial condition and prospects.