Investors Sue To Block Acer-Gateway Deal

The lawsuits have come to light in filings by Gateway with the U.S. Securities and Exchange Commission. One suit was filed in state court in California, the other in the state of Delaware chancery court. Gateway is incorporated in Delaware and headquartered in Irvine, Calif.

The first suit, Mark Alger v. Gateway, filed Aug. 31 in Orange County, Calif., accuses Gateway and its board of agreeing to sell the company to Taipei, Taiwan-based Acer for $710 million -- when it could have gotten a better deal.

"The lawsuit alleges, among other things, that the company's directors breached their fiduciary duties to stockholders by approving the merger agreement and claims that the price per share fixed by the merger agreement is inadequate and unfair," Gateway said in one SEC filing last week.

The suit in Delaware, Cin v. Clarke, et al, filed last week and noted in a Gateway report to the SEC on Monday, accuses the Gateway board of not providing enough information to shareholders to determine whether or not to O.K. the deal.

"The lawsuit alleges, among other things, that the company's directors breached their fiduciary duties to stockholders by approving the merger agreement and the transactions contemplated thereby, including but not limited to the offer, and claims that these transactions are both unfair and coercive to the public stockholders in a sale of the company," Gateway said in Monday's filing with regulators.

Acer's proposed acquisition of Gateway would give the company control over the PC maker's U.S. retail business, as well as the right to buy Europe PC maker Packard Bell. Last week, Gateway agreed to sell its professional business to Nampa, Idaho-based MPC for $90 million.

Spokesmen for Gateway and Acer did not immediately return calls seeking comment.