MTS Systems Corporation

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Ademi LLP is investigating MTS Systems Corporation (Nasdaq:MTSC) for possible breaches of fiduciary duty and other violations of the law in its transaction with Amphenol.

Ademi LLP alleges MTS’s financial outlook is improving and yet MTS shareholders will receive only $58.50 per share.  The transaction is valued at approximately $1.7 billion, including the assumption of outstanding debt and liabilities, net of cash. The merger agreement unreasonably limits competing bids for MTS by prohibiting solicitation of further bids, and imposing a termination penalty if MTS accepts a superior bid. MTS insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of MTS’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for MTS.