Cogent, Inc. Shareholder Litigation v. 3M Company

The Firm represented 3M and its acquisition subsidiary, Ventura Acquisition Corporation, in shareholder litigation related to 3M’s acquisition of Cogent, Inc.

Cogent Systems Inc was founded in 1990 as a producer of biometric identification systems. From 1990 until 2004, the company operated as a private company and recorded profits during the entire period. In 2004, the Company went public, trading under the symbol “COGT.”

In 2010, Cogent received competing acquisition proposals, including an offer from 3M at $10.50 a share and a higher competing bid from NEC. Cogent ultimately selected 3M’s offer, citing fewer antitrust and regulatory risks.

In the ensuing litigation, shareholders alleged that the acquisition was undervalued and the merger process flawed. After expedited discovery and briefing, the Court denied the plaintiffs’ motion for a preliminary injunction, resolving the matter for $1.9 million, split between $700,000 from 3M and $1,200,000 by Cogent’s insurer.