After 99 Cents Only Stores announced that its board of directors received a going private offer by the Schiffer/Gold and Leonard Green & Partners, L.P. an investigation on behalf of investors of 99 Cents Only Stores (Public, NYSE:NDN) concerning the potential unfairness of the takeover and possible breaches of fiduciary duty was announced.

The investigation by a law firm concerns whether certain directors and officers at 99 Cents Only Stores (NYSE:NDN) or others breached or will breach their fiduciary duties in connection with proposed buyout by the Schiffer/Gold and Leonard Green & Partners, L.P.

On Friday, March 11, 2011, 99 Cents Only Stores (NYSE: NDN) announced that its board of directors has received a proposal from members of the Schiffer/Gold family, together with Leonard Green & Partners, L.P. ('LGP'), to acquire the Company in a 'going private' transaction for $19.09 per share in cash.

99 Cents Only Stores said the Schiffer/Gold family owns approximately 33% of the Company's outstanding common stock, and the letter states that they are prepared to contribute a substantial portion of their existing Company stock ownership as part of the proposed transaction.

Indeed shares of 99 Cents Only Stores (NDN) jumped in response to the buyout news from $16.92 to $19.91 on Friday, March 11, 2011.

However NDN shares traded as early as September 2010 as high as $18.88 per share, leaving 99Cents Only Stores investors with only a meager premium. Further one analyst has set a target price for the Company stock at $22.00 per share. In addition 99 Cents Only Stores has performed well in the past for its investors. 99 Cents Only Stores 12months Total Revenue increased from $1.104billion reported on March 31, 2007 to $1.355billion reported on March 27, 2010. Its Net Income surged during the same time frame from $9.76million to $60.45million.


Therefore the investigation monitors and concerns whether 99 Cents Only Stores Board of Directors will undertake an adequate and fair sales process in the event of the takeover to obtain the maximized consideration for all shareholders of 99 Cents Only Stores (Public, NYSE:NDN) and breached or will breach their fiduciary duties to 99 Cents Only Stores (NDN) shareholder by failing to adequately shop the Company before entering into any transaction. The investigation concerns also whether the Schiffer/Gold and Leonard Green & Partners, L.P. would underpay for NYSE:NDN shares, thus unlawfully harming NYSE NDN investors. A potential class action lawsuit would seek to maximize the amount of money and information for NYSE:NDN shareholders would receive in a buyout, so the law firm.