Font ResizeOmniture is facing a second lawsuit over the offer by Adobe Systems Inc. to buy the Orem-based software company for $1.8 billion.
The proposed class-action suit was filed this week in response to the deal announced Sept. 15.
A New York law firm, Levi & Korsinsky, is bringing the action on behalf of shareholders in 4th District Court of Utah County. The named plaintiff was Richard Miner.
"The complaint alleges that the board breached their [sic] fiduciary duties to shareholders by failing to conduct a fair and open sales process in order to maximize shareholder value and agreeing to onerous deal-protection provisions that render the proposed transaction a foregone conclusion," the firm said in a news release.
It did not return two telephone calls seeking comment. Omniture also declined comment on pending litigation.
Adobe offered $21.50 per share for Omniture, about 24 percent above its closing price on the day the deal was announced. Omniture closed at $21.55 on Wednesday, unchanged.
Friday, a Dallas law firm, Kendall Law Group, also filed a proposed class-action lawsuit against Omniture over the Adobe deal. It complains at the acquisition would mean only 45 percent of the holders of Omniture shares would have to approve the deal for a merger to be approved.
The law firm also pointed to "onerous deal-protection devices," such as a $64 million termination fee, that "seek to make Adobe's takeover a foregone
Several analysts also have suggested other companies may be interested in buying Omniture. In a conference call with analysts and the news media when the deal was announced, Adobe CEO Shantanu Narayen declined to comment on whether there had been other bids.
