… Johnson & Weaver …

Shareholder rights law firm Johnson & Weaver, LLP has launched an investigation into whether the board members of Overland Storage, Inc. breached their fiduciary duties in connection with the proposed sale of the company to Sphere 3D Corporation.

On May 15, 2014, Overland and Sphere 3D entered into an agreement whereby Sphere 3D will acquire Overland. Under the terms of the merger agreement each outstanding share of Overland common stock will be exchanged for 0.510594 common shares of Sphere 3D, subject to certain potential adjustments as set forth in the agreement.

After completion of the transaction, it is expected that current holders of Overland shares will own approximately 28.8% of Sphere 3D on a fully diluted basis as a result of their exchange of shares in the merger.

Based on the closing sales price of Sphere 3D common shares on May 14, 2014, the transaction has an implied value of approximately $81.13 million or approximately $4.43 per Overland share.

Johnson & Weaver is investigating whether the company’s directors thoroughly considered alternatives to the proposed acquisition, such as continuing on as an independent company or pursuing a deal with another company.

The investigation also seeks to determine if Overland breached their fiduciary duties to stockholders by taking advantage of their positions and relationship with Sphere 3D.

Eric Kelly, Overland’s CEO, president, and director is also the COB of Sphere 3D.