SOURCE: Brower Piven, A Professional Corporation

January 21, 2011 13:32 ET

Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of Conexant Systems, Inc. by Standard Microsystems Corporation

STEVENSON, MD--(Marketwire - January 21, 2011) - Brower Piven, A Professional Corporation announces that a class action lawsuit has been commenced in the Court of Chancery of the State of Delaware on behalf of all shareholders of Conexant Systems, Inc. ("Conexant") (NASDAQ: CNXT). 

The claims asserted in the complaint arise from the proposed buyout ("Acquisition") of Conexant by Standard Microsystems Corporation ("Standard Microsystems"). On January 10, 2011, Conexant announced that it had entered into an agreement and plan of merger for the company to be acquired by Standard Microsystems in a transaction valued at approximately $284 million. According to the complaint, and under the agreement, Conexant shareholders will receive $2.25 for each share they own -- consisting of $1.125 in cash and a fraction of a share of Standard Microsystems common stock equal to $1.125.

The complaint alleges that the Acquisition is the product of a fundamentally flawed process in which Conexant's Board of Directors failed to obtain the best possible price before entering into the Agreement with Standard Microsystems. The complaint alleges that the $2.25 per share acquisition price is unfair considering the company's anticipated operating results, net asset value, cash flow profitability and established markets. Moreover, the complaint alleges that the merger agreement's terms substantially favor Standard Microsystems and are calculated to unreasonably dissuade potential suitors from making competing offers. For example, the complaint alleges that Conexant's Board of Directors have agreed to a "No Solicitation" provision that unfairly restricts the Board from soliciting alternative proposals by, among other things, constraining its ability to communicate with potential buyers.

If you are a current owner of shares of Conexant, you may obtain additional information about this lawsuit by contacting Brower Piven at, by email at, 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

    Charles Piven
    Brower Piven, A Professional Corporation
    Stevenson, Maryland
    Email Contact