Mar. 15, 2013 (Shareholders Foundation) -- A lawsuit was filed by an investor in shares of Focus Media Holding Limited (ADR) (NASDAQ:FMCN) in connection with the proposed takeover of Focus Media Holding Limited at $27.00 in cash per American depositary share, or $5.40 in cash per ordinary share.
The plaintiff alleges that the board of directors violated the Securities Exchange Act of 1934 in connection with the proposed acquisition of Focus Media. More specifically, the plaintiff claims that certain of the defendants, in connection with the Proposed Transaction, breached or aided and abetted the other defendants' breaches of their fiduciary duties of loyalty and due care owed to NASDAQ:FMCN shareholders.

On Dec. 19, 2012, Focus Media Holding Limited announced that it has entered into an Agreement and Plan of Merger with Giovanna Parent Limited and Giovanna Acquisition Limited pursuant to which Giovanna Parent Limited will acquire Focus Media forUS$5.50 per ordinary share of the Company or US$27.50 per American depositary share, each representing five Shares.

The plaintiff alleges that, in an attempt to secure shareholder approval of the Proposed Transaction, the defendants filed allegedly a materially false and misleading statement with the U.S. Securities and Exchange Commission. The plaintiff says that the omitted and/or misrepresented information is material to NASDAQ:FMCN shareholders' ability to make an informed decision about whether or not to vote in favor of the Proposed Transaction.

The plaintiff seeks injunctive relief on behalf of the named plaintiff and all other Focus Media shareholders of December 19, 2012.