SOURCE: Brower Piven, A Professional Corporation

July 14, 2010 12:54 ET

Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of Somanetics Corporation by Covidien plc

STEVENSON, MD--(Marketwire - July 14, 2010) -  Brower Piven, A Professional Corporation announces that a class action lawsuit has been commenced in the State of Michigan, Oakland County Circuit Court on behalf of all shareholders of Somanetics Corporation ("Somanetics" or the "Company") (NASDAQ: SMTS). 

The complaint asserts claims that arise from alleged attempts of Somanetics' board of directors to complete a squeeze-out of Somanetics' public shareholders via a tender offer by Covidien DE Corporation, a Delaware corporation and a wholly owned subsidiary of United States Surgical Corporation ("USSC"), and a wholly owned indirect subsidiary of Covidien plc (collectively "Covidien") (the "Offer"). According to the complaint, on June 16, 2006, Covidien and Somanetics announced that they had signed a definitive merger agreement (the "Merger Agreement") under which Covidien will acquire all of the outstanding shares of Somanetics for $25.00 per share in cash, for a total of $250 million, net of cash acquired. The complaint alleges that the consideration to be paid to shareholders under the terms of the Merger Agreement is unfair and undervalues Somanetics, that the directors breached their fiduciary duties by failing to maximize shareholder value and failing to engage in a fair sale process, that Somanetics and Covidien aided and abetted the alleged breaches of fiduciary duties, and that Somanetics failed to adequately disclose material information regarding the Offer.

If you are a current owner of shares of Somanetics Corporation, you may obtain additional information about this lawsuit by contacting Brower Piven at www.browerpiven.com, by email at piven@browerpiven.com, by calling 410/415-6701, 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 40 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
    410/415-6701
    Email Contact