Investigation Overview
March 20, 2017 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of FBR & Co (NASDAQ:FBRC), was announced concerning whether the takeover of FBR & Co. by B. Riley Financial, Inc is unfair to NASDAQ:FBRC stockholders.
The investigation by a law firm concerns whether certain officers and directors of FBR & Cobreached their fiduciary duties owed to NASDAQ:FBRC investors in connection with the proposed acquisition.
On February 21, 2017, B. Riley Financial, Inc. (NASDAQ: RILY) announced that it has signed a stock for stock merger agreement to acquire FBR & Co (NASDAQ:FBRC). Under the terms of the agreement, FBR & Co (NASDAQ:FBRC) shareholders are anticipated to receive 0.671 of a share of B. Riley and a pre-closing cash dividend of $8.50 for each share of FBR & Co (NASDAQ:FBRC) common stock they own, representing consideration of $18.90 based on B. Rileys February 23, 2017 closing price.
However, the investigation concerns whether the offer is unfair to NASDAQ:FBRC stockholders. More specifically, the investigation concerns whether the FBR & Co 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.