CDC Corporation (CHINA) has filed a lawsuit in King County Superior Court in Seattle, Washington against Onyx Software Corporation (ONXS), its directors and M2M Holdings.
CDC is alleging breach of fiduciary duties to Onyx's shareholders by failing to pursue any meaningful discussions regarding CDC's offers to acquire Onyx, agreeing to excessive break-fee and expense arrangements in the current agreement with M2M Holdings, and acting in their own self-interest by including certain benefit arrangements in the agreement with M2M Holdings.
"As I stated recently, our US$5.00 per share all-cash tender offer for all outstanding shares of common stock of Onyx is clearly superior to the current offer from M2M Holdings of $4.80 per share, and we believe that by refusing to have properly considered any of our prior offers, Onyx's directors have breached their fiduciary responsibilities to Onyx's shareholders," said Peter Yip, CEO of CDC Corporation. "While we did not want to resort to litigation, we believe this is the only way that Onyx's shareholders will realize the true value of their investments."
Retained to represent CDC Corporation in the lawsuit, Leonard Feldman of Heller Ehrman LLP commented, "We are confident that the Court will see that Onyx management is not following the law requiring it to act in the best interests of Onyx shareholders, and that the Court will require management to properly evaluate CDC's far better offer."
