NCI, Inc.

Practice Area: 
Stock Symbol: 
NCIT
Case Status: 
Investigations

We are investigating the Board of Directors of NCI, Inc. (Nasdaq: NCIT) for possible breaches of fiduciary duty and other violations of Delaware law in connection with the sale of NCI to H.I.G. Capital, LLC.

We are alleging NCI’s long-term financial outlook is improving and yet NCI shareholders will receive only $20.00 per NCI common share.  H.I.G. is well aware of NCI’s improving financial metrics and is purchasing NCI at a substantial discount. The merger agreement unreasonably limits competing bids for NCI by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should NCI receive and accept a superior bid. NCI 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 NCI. Our investigation centers on the conduct of NCI’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 NCI given its current financial condition and prospects.