We are investigating the Board of Directors of TSYS for possible breaches of fiduciary duty and other violations of state law in connection with the sale of TSYS to Comtech.
TSYS long-term financial outlook is improving and yet TSYS shareholders will receive $5.00 in cash. Comtech is well aware of TSYS improving financial metrics and is purchasing TSYS at a substantial discount. The merger agreement unreasonably limits prospective bids for TSYS by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should TSYS receive and accept a superior bid.. TSYS insiders, their affiliates and other majority 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 TSYS not in the best interests of non-insiders. Our investigation centers on the conduct of TSYS 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 TSYS given its current financial condition and prospects.