WASHINGTON (Dow Jones)--Metrologic Instruments Inc. (MTLG) said Thursday that two shareholder suits were filed against the company last week alleging breach of fiduciary duty.
The company said in a filing with the Securities and Exchange Commission that the suits relate to the merger of its unit Adaptive Optics Associates Inc. with Essex Corp. (KEYW).
The complaints seek a halt to the merger, certification as a class action and certain forms of relief, including damages.
Metrologic Instruments said in its SEC filing that it believes both complaints are without merit and that it intends to vigorously contest them.
As reported Wednesday, Essex, of Columbia, Md., will pay $40.25 million in cash for Adaptive Optics Associates, which designs and makes high-performance electro-optic products and systems.
One lawsuit, filed Sept. 13 in the state Superior Court in Camden County, N.J., alleges, among other things, that "certain defendants have timed and structured the transaction to allow themselves to capture the benefits of the company's future potential without paying fair consideration to the company's public shareholders," according to Thursday's SEC filing.
The other lawsuit, filed Sept. 14 with the chancery division of the New Jersey court, alleges that the terms of the merger were determined without adequate investigation of strategic alternatives, the filing said.
-By Jared A. Favole, Dow Jones Newswires; 202.862.9207; jared.favole@dowjones.com
(END) Dow Jones Newswires
September 21, 2006 17:02 ET (21:02 GMT)
Copyright (c) 2006 Dow Jones & Company, Inc.- - 05 02 PM EDT 09-21-06
The more you know, the less you don't know.
