San Diego, Dec. 27, 2011 (Shareholders Foundation) -- The announcement by Cogdell Spencer that it agreed to be acquired by Ventas, Inc for $4.25 per share prompted an investigation for investors in Cogdell Spencer Inc. (NYSE:CSA) shares concerning whether the offer to acquire Cogdell Spencer Inc. and the buyout process are unfair to investors in, NYSE CSA shares and whether certain officers and directors breached their fiduciary duties.

The investigations by law firms concern whether Cogdell Spencer Inc., certain officers and directors, and/or others breached their fiduciary duties owed Cogdell Spencer (NYSE:CSA.) investors in connection with the proposed acquisition.

Cogdell Spencer Inc. (NYSE: CSA) and Ventas, Inc. (NYSE: VTR) announced that the Boards of Directors of both companies have approved an agreement under which Ventas will acquire Cogdell Spencer Inc and its 72 high quality medical office buildings in an all-cash transaction. Under the terms of the agreement, holders of shares of Cogdell Spencer Inc common stock and units of limited partnership interests in Cogdells operating partnership, Cogdell Spencer LP (Cogdell LP), will receive consideration of $4.25 per share (or unit).

Cogdell Spencer Inc. said the offer represents a premium of 8% to Cogdell Spencers closing price on December 23, 2011 and 13% to the average closing price of Cogdell Spencer Inc. common stock over the past 30 days.

Following the announcement shares of Cogdell Spencer Inc. (CSA) increased from $3.91 per share on Friday, Dec. 23, 2011 to $4.30 on Tuesday Dec. 27, 2011.

However, NYSE: CSA stocks traded as recently as July as high as $6.26 per share and in April 2011 as high as $6.71 per share, thus well above the current offer. In addition at least one analyst has set the high target price for CSA stocks at $6.00 per share.

Therefore the investigation for NYSE: CSA investors concerns whether the Cogdell Spencer Board of Directors undertook an adequate sales process and in particular breached their fiduciary duties to Cogdell Spencer Inc. (NYSE:CSA) shareholders by failing to adequately shop the Company before entering into this transaction. A potential securities class action lawsuit would seek to maximize the amount of money and information Cogdell Spencer (CSA) shareholders would receive in a buyout, so the law firm.