SOURCE: Brower Piven, A Professional Corporation

March 02, 2011 17:29 ET

Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of Beckman Coulter, Inc. by Danaher Corporation

STEVENSON, MD--(Marketwire - March 2, 2011) -  The law firm of Brower Piven, A Professional Corporation, announces that a class action lawsuit has been commenced in the Delaware Chancery Court on behalf of all shareholders of Beckman Coulter, Inc. ("Beckman Coulter") (NYSE: BEC).

The complaint alleges violations of state law by the Board of Directors of Beckman Coulter relating to acquisition of the company by Danaher Corporation ("Danaher") (NYSE: DHR). The complaint alleges that Beckman Coulter's Board of Directors breached their fiduciary duties by failing to maximize shareholder value, among other things.

On February 7, 2011, the complaint states, Beckman Coulter and Danaher issued a joint press release announcing that they had entered into a definitive merger agreement, in a deal with a total value of approximately $6.8 billion. The complaint alleges that under the terms of the Proposed Transaction, Danaher would acquire Beckman Coulter by making a cash tender offer to acquire all of the outstanding shares of common stock of Beckman Coulter at a purchase price of $83.50 per share, representing only an 11.08% premium to the Company's closing price of $75.17 per share on February 4, 2011, the last trading day prior to the announcement of the Proposed Transaction. Citing an article in Bloomberg titled "Danaher Agrees to Buy Beckman Coulter for $6.8 Billion to Add Diagnostic" published on February 7, 2011, the complaint alleges that "[t]he average premium paid for more than 160 U.S. medical instrument companies in the past five years, based on the average share price in the 20 days before an announcement, was 40%. On that basis, Danaher's premium for Beckman would be 15 percent."

The complaint further alleges that the Proposed Transaction was driven by the self-interested Board of Directors looking to cash out their largely illiquid holdings in Beckman Coulter stock. The complaint states, according to a Form 14D-9 filed with the SEC on February 15, 2011, if the Board and certain officers tender their 504,182 shares for purchase pursuant to the Tender Offer, the Board and certain officers would receive an aggregate of approximately $42,099,197 in cash. The complaint further states that defendant and board member, Dervan, holds 64,272 shares and therefore is set to receive approximately $5 million for approving the Proposed Transaction and defendant and board member Haggerty, held 78,091 as of the same date, which equates to a payout of over $6.5 million from the Proposed Transaction. In addition, the complaint states that the Individual Defendants and certain officers will be able to cash out an additional $21,488,275 in restricted stock units, performance shares and phantom stock units.

If you are a current owner of shares of Beckman Coulter, 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 Piven
    Brower Piven, A Professional Corporation
    Stevenson, Maryland
    410/415-6616
    Email Contact