Investigation Overview
December 18, 2013 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Nicholas Financial, Inc. (NASDAQ:NICK) shares, was announced concerning whether the takeover of Nicholas Financial, Inc. by Prospect Capital Corporation is unfair to NASDAQ:NICK stockholders.
The investigation by a law firm concerns whether certain officers and directors of Nicholas Financial, Inc. breached their fiduciary duties owed to NASDAQ:NICK investors in connection with the proposed acquisition.
On December 18,, 2013: Nicholas Financial, Inc. announced that it has signed an arrangement agreement dated December 17, 2013 the Arrangement Agreement whereby Nicholas Financial, Inc. has agreed to sell all of its issued and outstanding Common shares to an indirect wholly-owned subsidiary of Prospect Capital Corporation. Under the terms of the agreement, Nicholas Financial shareholders will receive $16 divided by the 20 day, volume-weighted average price of Prospect stock prior to announcement of the proposed transaction.
However, given that NASDAQ:NICK shares traded as high as $17.20 per share on October 25, 2013, the investigation concerns whether the offer is unfair to NASDAQ:NICK stockholders. More specifically, the investigation concerns whether the Nicholas Financial 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.
Nicholas Financial, Inc. reported that its Total Revenue rose from $65.64 million for the 12 months period that ended on March 31, 2010 to $82.07 million for the 12 months period that ended on March 31, 2013 and that its Net Income for those time periods increased from $10.82 million to $19.94 million. Shares of Nicholas Financial, Inc. (NASDAQ:NICK) grew from $6.62 per share in late 2009 to as high as $17.20 per share on October 25, 2013.
On December 18, 2013, NASDAQ:NICK shares closed at $15.74 per share.