Dec. 6, 2012 (Shareholders Foundation) -- An investigation on behalf of investors in Epoch Holding Corp (NASDAQ:EPHC) shares was announced concerning whether the offer by TD Bank Group to acquire Epoch Holding Corp for $28.00 per NASDAQ:EPHC share and the takeover process are unfair to investors in NASDAQ:EPHC shares.

The investigation by a law firm concerns whether certain officers and directors of Epoch Holding Corp breached their fiduciary duties owed to NASDAQ:EPHC investors in connection with the proposed acquisition.

On December 6, 2012, Epoch Holding Corporation announced that it has entered into a merger agreement with TD Bank Group.

Under the terms of the proposed transaction Epoch Holding Corp (NASDAQ:EPHC) stockholders will receive $28.00 in cash per NASDAQ:EPHC share. Epoch Holding Corp said the offer represents a premium of approximately 28% to Epoch's closing price on December 5, 2012.

However, at least one analyst has set the high target price for NASDAQ:EPHC shares at $33.50 per share. In addition, Epoch Holding has performed well for its investors in the past. For instance, Epoch Holding Corp reported that its Total Revenue rose from $31.18 million for the 12 months period that ended on June 30, 2009 to $92.38 million for the 12 months period that ended on June 30, 2012 and its Net Income over the respective time periods increased from $5.86 million to $24.77 million. Furthermore, shares of Epoch Holding Corp (NASDAQ:EPHC) grew at an exceptional growth rate in the past years. In fact NASDAQ:EPHC shares grew from as low as $4.35 per share in March 2009 to as high as$27.80 per share in April 2012.

Therefore the investigation a law firm concerns whether the proposed transaction is unfair to NASDAQ:EPHC stockholders.

Specifically, given that members of Epoch Holdings management team and Board of Directors, who currently collectively hold approximately 28% of Epoch's outstanding shares, have already demonstrated their support for the transaction by agreeing to vote in favor of the transaction, the investigation focuses on whether the Epoch Holding 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.