Investigation Overview
An investigation on behalf of current investors in Dialysis Corporation of America (NASDAQ:DCAI) concerning shareholder claims over possible breaches of fiduciary duty by the board of directors of Dialysis Corporation of America was announced
The investigation by law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Dialysis Corporation of arising out of their attempt to sell Dialysis Corporation of America (NASDAQ:DCAI) to U.S. Renal Care, Inc. Dialysis Corporation of America, located in Linthicum, MD, develops and operates outpatient kidney dialysis centers that provide dialysis and ancillary services to patients suffering from chronic kidney failure, generally referred to as end stage renal disease (ESRD). Dialysis Corporation of America reported in 2007 Total Revenue of $74.53million, in 2008 $8.684million, and in 2009 $98.89million.
On April 14, 2010, Dialysis Corporation of America and privately-held U.S. Renal Care, Inc. announced that they have entered into a definitive merger agreement for U.S. Renal Care to acquire Dialysis Corporation of America, Inc. for $11.25 per DCAI share in cash or a transaction value of approximately $112 million. Under the terms of the agreement, USRC, through a subsidiary, will commence a tender offer for all of the outstanding common shares of DCA for $11.25 per share in cash, followed by a merger to acquire all remaining outstanding DCA shares at the same cash price paid in the tender offer. According to Dialysis Corporation of America its Board of Directors unanimously approved the transaction and the offer represents a premium of approximately 72 percent over the April 13, 2010 closing stock price.
Shares of Dialysis Corporation of America (DCAI) traded at $11.21 per share after the announcement and at $6.61 per share before the news. DCAI shares reached $13.80 per share in 2007, and over $31 per share in 2005. Dialysis Corporation of America recently announced a 14% increase in operating revenues and a 9% increase in operating income in 2009 as compared 2008.
Considering that Directors and executive officers of Dialysis Corporation of America hold approximately 23% of DCAI's outstanding common stock the investigation by a law firm concerns whether the Dialysis Corporation of America Board of Directors breached their fiduciary duties to Dialysis Corporation of America (DCAI) stockholders by failing to adequately shop the Company prior to entering into the agreement, whether the Board of Directors breached their fiduciary duties by not seeking a deal that would provide better value of Dialysis Corporation of America (NASDAQ:DCAI), and whether U.S. Renal Care, Inc. is underpaying for Dialysis Corporation of America, thus unlawfully harming Dialysis Corporation of America (DCAI) stockholders.