Deltek Inc., a provider of computer software for government contractors, was sued by a shareholder who claims investors will be shortchanged in a planned $1.1 billion all-cash takeover by Thoma Bravo LLC.
The shareholder, Stephen Bushansky, said in a complaint made public today in Delaware Chancery Court in Wilmington that directors have a duty to get the best price and that the $13-a-share offer is inadequate.
“The proposed acquisition is fundamentally unfair” to shareholders, Bushansky said in court papers. “Indeed, the merger consideration represents a 7.2 percent discount to the stock’s closing price of $14.01 per share on Aug. 24, 2012, the last trading date before defendants entered into the merger agreement.”
Deltek said Aug. 27 that it agreed to the $13 price and that Thoma Bravo’s offer is 14.6 times Deltek’s earnings before interest, taxes, depreciation and amortization over the past 12 months as of June 30.
Bushansky said in his complaint that on Aug. 1, Greg McDowell, an analyst at JMP Securities LLC, set the target price at $16 a share.
Patrick Smith, a Deltek spokesman, didn’t immediately respond to voice and e-mail messages seeking comment on the lawsuit.
Thoma Bravo, which specializes in investing in software, education and financial-services companies, said it plans to expand Herndon, Virginia-based Deltek through a combination of acquisitions and internal growth.
Deltek rose 4 cents to $12.98 at 12:43 p.m. in New York.
The case is Bushansky v. Deltek Inc., CA7827, Delaware Chancery Court (Wilmington).