Dec. 10, 2012 (Shareholders Foundation) -- An investigation on behalf of investors in Heelys, Inc. (NASDAQ:HLYS) shares was announced concerning whether the offer by Sequential Brands Group to acquire Heelys, Inc. for $2.25 per NASDAQ:HLYS share and the takeover process are unfair to investors in Heelys shares.

The investigation by a law firm concerns whether certain officers and directors of Heelys, Inc. breached their fiduciary duties owed NASDAQ:HLYS investors in connection with the proposed acquisition.

On Dec. 10, 2012, Heelys, Inc. and Sequential Brands Group, Inc. announced they have entered into an agreement and plan of merger dated December 7, 2012 pursuant to which Sequential Brands Group will acquire all of the outstanding shares of common stock of Heelys for $2.25 per share in cash, or approximately $63.2 million. Heelys also announced that the company terminated the previously-announced asset purchase agreement dated October 22, 2012 among The Evergreen Group Ventures, LLC ('Evergreen'), the Company and its subsidiaries and that the Heelys, Inc has agreed to pay Evergreen a termination fee, which, pursuant to the Merger Agreement, will be reimbursed by Sequential Brands Group.

However, shares of Heelys, Inc. (NASDAQ:HLYS) traded as recently as April 2012 as high as $2.60 per share, thus above the current offer.

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

Specifically, given that in connection with the Merger Agreement, Capital Southwest Venture Corporation and another stockholder of Heelys, Inc, who collectively hold approximately 35.1% of the issued and outstanding shares of the Heelys's common stock, have already entered into voting agreements with Sequential Brands Group, Inc pursuant to which they have agreed, among other things, to vote their shares in favor of the merger, the investigation focuses on whether the Heelys 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.