Investigation Overview
December 27, 2013 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Arden Group, Inc. (NASDAQ:ARDNA) shares, was announced concerning whether the takeover of Arden Group, Inc. by global private investment firm TPG for $126.50 per share is unfair to NASDAQ:ARDNA stockholders.
The investigation by a law firm concerns whether certain officers and directors of Arden Group, Inc. breached their fiduciary duties owed to NASDAQ:ARDNA investors in connection with the proposed acquisition.
On December 20, 2013, Arden Group, Inc., parent of Gelson's Markets, an operator of 17 distinctive, full service specialty grocery stores in Southern California, announced that it has entered into an agreement to be acquired by global private investment firm TPG in an all cash transaction valued at approximately $394 million. Under the terms of the agreement, Arden Group's shareholders will receive $126.50 per share in cash for each share of Arden Group's common stock they hold.
However, given that NASDAQ:ARDNA shares reached as high as $135.82 per share on September 10, 2013, the investigation concerns whether the $126.50-offer is unfair to NASDAQ:ARDNA stockholders. In addition, given that certain stockholders representing approximately 56% of the outstanding Arden Group Class A common stock are expected to execute a written consent approving the transaction, the investigation concerns whether the Arden Group Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Arden Group, Inc. reported that its Total Revenue rose from $429.48 million for the 52 weeks period that ended on December 31, 2011 to $439.04 million for the 52 weeks period that ended on December 29, 2012 and that its respective Net Income increased from $17.00 million to $18.92 million.
On December 27, 2013, NASDAQ:ARDNA shares closed at $126.55 per share.