It is alleged that Diebold’s directors are violating their fiduciary duties of due care, good faith and loyalty by rejecting without discussion an acquisition offer at a substantial premium by United Technologies, to the detriment of Diebold and its shareholders. Despite the potential to enhance shareholder value beyond that which Diebold can offer as an independent corporation, the board of directors has refused to negotiate with United Technologies.
On March 3, 2008, United Technologies went public with an offer to buy Diebold for $2.63 billion, or $40 a share. This represented a 66% premium to Diebold’s February 29, 2008 share price of $24.12. United Technologies has stated, in a press release, that if the Diebold board begins merger discussions, it is open to raising the offer price. On the same day, Diebold’s board categorically rejected the offer and refused further negotiation.
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