SOURCE: Brower Piven, A Professional Corporation

January 14, 2011 15:15 ET

Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of Applied Signal Technology, Inc. by Raytheon Company

STEVENSON, MD--(Marketwire - January 14, 2011) - Brower Piven, A Professional Corporation announces that a class action lawsuit has been commenced in the Superior Court of the State of California, County of Santa Clara, on behalf of all shareholders of Applied Signal Technology, Inc. ("Applied Signal") (NASDAQ: APSG). 

The claims asserted in the complaint arise from the proposed buyout ("Acquisition") of Applied Signal by Raytheon Company ("Raytheon"). On December 20, 2010, Applied Signal announced that it had entered into a definitive merger agreement ("Agreement") to be acquired by Raytheon. According to the complaint, and under the Agreement, Applied Signal is to be acquired by Raytheon in an all cash tender offer at $38.00 per share. According to the complaint, defendants have placed the proposed Acquisition on a fast track, with an offer deadline of January 28, 2011.

The complaint alleges that the Acquisition is the product of a fundamentally flawed process in which Applied Signal's Board of Directors failed to obtain the best possible price and adequately shop the company before entering into the Agreement with Raytheon. Indeed, the complaint alleges that the $38.00 per share acquisition price is unfair and represents a miniscule 8.5% premium from Applied Signal stock's closing price of $35.02 on December 17, 2010, the last trading day before the announcement. Moreover, the complaint alleges that in May 2010, Applied Signal devised a "corporate growth strategy" that contemplated expansion through a combination of organic growth and strategic acquisitions, but quickly abandoned the plan in June 2010 after Boeing Co. agreed to buy defense contractor Argon ST Inc. in a deal valued at about $775 million. The complaint alleges that, in contrast to the lowball 8.5% premium offered to Applied Signal's shareholders, the Argon deal involved a much higher 41% premium to Argon stock's closing price the day before its announcement. The complaint also alleges that the Applied Signal board of directors: (1) secured insider benefits for themselves and the company's management, including millions of dollars in recently amended change of control payments and accelerated option payments; (2) adopted preclusive deal protection devices to block out competing bidders that may have offered more value to Applied Signal's shareholders; and (3) filed with the United States Securities and Exchange Commission a materially misleading 14D-9 Recommendation Statement that contained numerous material misstatements and omissions.

If you are a current owner of shares of Applied Signal, you may obtain additional information about this lawsuit by contacting Brower Piven at www.browerpiven.com, by email at hoffman@browerpiven.com, by calling 410/415-6616, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower Piven have combined experience litigating securities and class action cases of over 60 years. If you choose to retain counsel, you may retain Brower Piven without financial obligation or cost to you, or you may retain other counsel of your choice. You need take no action at this time to be a member of the class.

Contact Information

  • CONTACT:
    Charles J. Piven
    Brower Piven, A Professional Corporation
    Stevenson, Maryland
    410/415-6616
    Email Contact