Published: February 02, 2010
Shareholders Foundation Announces Investigation Of COMSYS IT Partners, Inc. Board Of Directors
Investigation on behalf of investors of COMSYS IT Partners, Inc. over possible breach of fiduciary duty by the COMSYS IT Partners board of directors
The investigation focuses on potential breaches of fiduciary duty and other violations of state law arising out of the attempt to sell COMSYS IT Partners Inc. to Manpower Inc. (NYSE: MAN).
On Feb. 2, 2010, Manpower Inc. entered into an agreement, which has been approved by the boards of directors of both companies, to acquire COMSYS IT Partners Inc. in a $431 million transaction. According to Manpower, Manpower has agreed to acquire all of the outstanding shares of COMSYS common stock pursuant to an exchange offer in which COMSYS stockholders can elect to receive for each of their COMSYS shares either $17.65 per share in cash or a fraction of a share of Manpower common stock equal to $17.65 divided by the average trading price of Manpower common stock during the 10 trading days ending on and including the second trading day prior to the closing of the exchange offer, subject to a requirement that no more than 50 percent of the aggregate consideration in either the exchange offer or the subsequent merger will be cash or stock, subject to certain adjustments.
According to the [NAME] law firm which performed the investigation, "The transaction appears to be unfair," because the "offer to purchase COMSYS IT Partners, Inc (CITP) at $17.65 per share appears opportunistically timed to take advantage of the current economic downturn."
The firm's investigation "concerns whether the directors of COMSYS IT Partners Inc. may have breached their fiduciary duties by not acting in CITP shareholders' best interests," and "the company may not have adequately shopped itself around before entering into this transaction."
COMSYS IT Partners Inc. reported in 2007 Total Revenue of $743.26 million with a Net Income of $33.35 million, and in 2008 Total Revenue of $727.11 million with a Net Loss of $65.19 million. Shares of COMSYS IT Partners Inc. traded before the announcement at about $14.50 per share, and at $17.45 per share after the news. CITP shares reached almost $25 per share in 2007.
Those who currently are investors in shares of COMSYS IT Partners Inc. and purchased the shares before Feb. 2, 2010, or who have additional information relating to the investigation should contact the Shareholders Foundation Inc. by e-mail at mail@shareholdersfoundation.com or call +1 (858) 779-1554.
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Shareholders Foundation, Inc.
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