March 20, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Vitesse Semiconductor (NASDAQ:VTSS), was announced concerning whether the takeover of Vitesse Semiconductor by Microsemi Corporation for #5.28 per share is unfair to NASDAQ:VTSS stockholders.

The investigation by a law firm concerns whether certain officers and directors of Vitesse Semiconductor breached their fiduciary duties owed to NASDAQ:VTSS investors in connection with the proposed acquisition.

On March 18, 2015, Microsemi Corporation (Nasdaq: MSCC) and Vitesse Semiconductor (NASDAQ:VTSS) announced that Microsemi Corporation has entered into an agreement to acquire Vitesse Semiconductor for $5.28 per share through a cash tender offer. The total transaction value is approximately $389 million.

However, given that at least one analyst has set the high target price for NASDAQ:VTSS shares at $6.00 per share, the investigation concerns whether the offer is unfair to NASDAQ:VTSS stockholders.
In addition, given that Microsemi has received already support agreements from certain Vitesse Semiconductor stockholders holding approximately 22 percent of Vitesse's outstanding common shares, under which these stockholders have already agreed to tender their shares in the tender offer, the investigation concerns whether the Vitesse Semiconductor Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.

Vitesse Semiconductor reported that its Total Revenue rose from $103.77 million for the 12 months period that ended on September 30, 2013 andto $108.50 million for the 12 months period that ended on September 30, 2014 and that its Net Loss for those respective time periods declined from $22.08 million to $18.07 million. Shares of Vitesse Semiconductor (NASDAQ:VTSS) reached $4.52 per share in March 2014.