Investigation Overview
The announcement by MacAndrews & Forbes Holdings Inc that it proposed to acquire the remaining shares of M & F Worldwide Corp. (NYSE:MFW) has prompted an investigation on behalf of investors of M & F Worldwide (NYSE: MFW) concerning whether the offer to buy out M & F Worldwide Corporation and the sale process are unfair to investors of M & F Worldwide (MFW) and whether certain of its officers and directors or others breached their fiduciary duties owed investors in NYSE:MFW shares.
The investigation by a law firm concerns whether the M & F Worldwide Corp, certain of its officers and directors, and/or others breached their fiduciary duties owed to M & F Worldwide Corp. (NYSE: MFW) investors in connection with the proposed takeover.
On Monday, June 13, 2011, MacAndrews & Forbes Holdings Inc. announced that it has proposed a transaction pursuant to which M & F Worldwide Corp. (NYSE: MFW) would be merged with a subsidiary of M&F and all outstanding shares of common stock of MFW not owned by M&F would be converted into the right to receive $24.00 in cash per share.
MacAndrews & Forbes Holdings Inc said the proposed cash consideration represents a greater than 41% premium to the Company's closing share price on June 10, 2011.
Shares of M & F Worldwide Corp. (Public, NYSE:MFW) jumped from $17.07 per share on Friday to $24.69 per share on Monday, June 13, 2011.
However, shares of M & F Worldwide Corp. (Public, NYSE:MFW) traded as high as $26.38 per share as recently as April 7, 2011, thus exceeding the offered takeover price and leaving MFW sotckholders with no only a meager premium, but asking them to hand over their stocks at a discount. During November 2010 NYSE: MFW shares reached even as high as $27.98 per share and in January 2010 as high as $42.25 per share.
Therefore the investigations monitor the proposed transaction and concern whether the M & F Worldwide Board of Directors will undertake an adequate and fair sales process to obtain fair and maximized consideration for all shareholders of the M & F Worldwide Corp. (NYSE:MFW) and in particular breach their fiduciary duties to the M & F Worldwide (MFW) shareholder by failing to adequately shop the Company before entering into the transaction.
In fact, MacAndrews & Forbes Holdings Inc already owns approximately 43% of the Companys outstanding common stock. Moreover, the Proposal indicated that in M&Fs capacity as a stockholder of the Company it is interested only in acquiring additional shares of the Company and that it has no interest in selling any of its shares.
The investigation concerns also whether MacAndrews & Forbes Holdings Inc would underpay for NYSE:MFW shares, thus unlawfully harming NYSE: MFW stockholders.
Despite recent trading prices that have been substantially above the offer M & F Worldwide Corp. has performed well for its investors in the past. M & F Worldwides annual Revenue increased from $1.472billion in 2007 to $1.782billion in 2010. Its Net Income rose from a Net Loss of $4.20million in 2007 to a Net Income of $120.90million in 2010.
A potential securities class action lawsuit would seek to maximize the amount of money and information M & F Worldwide shareholders would receive in a buyout, so the law firm.