Lawsuit Overview
February 21, 2014 (Shareholders Foundation) - An investor who currently holds shares of National Interstate Corporation (NASDAQ:NATL) filed a lawsuit in effort to halt the proposed takeover of National Interstate Corporation by American Financial Group, Inc.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:NATL stockholders arising out of the attempt to sell National Interstate Corporation too cheaply via an unfair process to American Financial Group, Inc.
On February 5, 2014, American Financial Group, Inc. (NYSE/NASDAQ: AFG) announced that its wholly-owned subsidiary Great American Insurance Company has commenced a tender offer to acquire all of the outstanding shares of National Interstate Corporation (NASDAQ:NATL) common stock not currently owned by them for $28.00 per share in cash without interest. On Feb. 7, 2014 National Interstate Corporation (Nasdaq: NATL) announced in response to the offer at a purchase price of $28.00 per share that its board of directors intends to advise shareholders of its position within 10 business days
However, the plaintiff alleges that the $28-offer is too low and undervalues National Interstate Corporation. Indeed, following the takeover news NASDAQ:NATL shares jumped on February 5, 2014, in the open market to as high as $29.20 per share and NASDAQ:NATL shares traded in July 2013 as high as $35.26 per share. National Interstate Corporation reported that its annual Total Revenue rose from $304.45 million in 2009 to $502.47 million in 2012. Shares of National Interstate Corporation (NASDAQ:NATL) grew from $14.87 per share in June 2009 to as high as $35.26 per share in July 2013.
On February 18, 2014, American Financial Group, Inc. (NYSE/NASDAQ: AFG) announced that its wholly-owned subsidiary Great American Insurance Company has increased the price per share that it will offer to pay for the outstanding shares of National Interstate Corporation common stock not currently owned by Great American Insurance Company from $28.00 to $30.00 per share in cash without interest.
On Feb. 18, 2014 National Interstate Corporation (Nasdaq:NATL) announced in response to the increased offer at a purchase price of $30.00 per share in cash without interest that its board of directors intends to advise shareholders of its position regarding the offer on February 19, 2014.
Then on Feb. 19, 2014 National Interstate Corporation (NASDAQ:NATL) announced in response to the unsolicited tender offer commenced by Great American Insurance Company to acquire all of the outstanding shares of common stock of the Company, other than shares owned by Great American Insurance Company, at a purchase price of $30.00 per share in cash without interest, that its board of directors has determined to express no opinion as to the Offer and to remain neutral with respect to the Offer.
On February 21, 2014, NASDAQ:NATL shares closed at $29.95 per share.