Lawyers to investigate Bell board over buy-out

Shareholders want to know if the buy-out was "fair" as directors face examination over potential "breach of fiduciary duties"

Value judgement: Bell's shareholders are concerned the board could have "provided better value of the company"

Bell Micro's shareholders have retained Kendall Law Group to investigate if the company's sale to Avnet was "a fair process" and whether the board undervalued the firm.

Both boards of directors have green-lighted the deal, with shareholder and regulatory approval being the buy-out's only obstacles. Kendall has revealed that shareholders want light shed on "whether a fair process was used prior to entering into the merger agreement".

The definitive acquisition agreement was announced yesterday, and the all-cash deal is worth $594m when Bell's net debt is factored in. The deal will see Bell shareholders receive $7 per share – a 30 per cent premium on NASDAQ-listed Bell's closing price on Friday.

Bell chief executive Don Bell claimed: "This deal delivers excellent value to our shareholders."

But some appear less certain, and Kendall has confirmed that Bell directors will come under scrutiny in the coming weeks. Shareholders want to know whether the board "breached their fiduciary duties by not seeking a deal that would provide better value of the company".

Kendall is urging shareholders to write to [email protected] to find out more.