An investigation concerning whether the offer to take over Nicor Inc. at a value of $53 per Nicor share and sale process are unfair to investors of Nicor Inc. (NYSE:GAS). The investigation by a law firm concerns whether Nicor Inc. and certain of its officers and directors breached their fiduciary duties owed investors in Nicor Inc. (NYSE:GAS) in connection with the proposed takeover.

On Tuesday, Dec 7, Nicor Inc. (NYSE: GAS) and AGL Resources (NYSE: AGL) announced that the Boards of Directors of both companies have approved a definitive merger agreement under which Nicor will merge with a subsidiary of AGL Resources in a transaction with an enterprise value of $3.1 billion, including a total equity value of $2.4 billion. Under the terms of the proposed agreement Nicor shareholders will be entitled to receive for each share of Nicor common stock, $21.20 in cash and 0.8382 shares of AGL Resources common stock, which together represent a value of $53.00 based on the volume-weighted average price for AGL Resources common stock for the 20 trading days ended December 1, 2010 (the last unaffected Nicor trading day). Nicor Inc said the offer represents a premium of approximately 22 percent to the unaffected closing stock price of Nicor on December 1, 2010, and an approximately 17 percent premium to the average stock price of Nicor over the last 20 days ending December 1, 2010.

Shares of Nicor Inc. (GAS), which traded as early as October at $48.20 per share and traded the trading day before the announcement at roughly $46 per share, increased in response to the buyout news by almost 5% to $48.95 per GAS share. Nicor Inc. shares traded already on an increased price after a media report said the company is seeking a buyer. Last Thursday Nicor Inc. shares increased from $43 to over $47 per share.

But the investigation by a law firm concerns whether the offer undervalues Nicor Inc. and the sale process is unfair to the shareholders of Nicor Inc. (NYSE:GAS). A potential class action lawsuit would seek to maximize the amount of money and information Nicor shareholders receive in this buyout, so the law firm. The offer only provides a meager premum of Nicor Monday's stock price. In addition Nicor Inc. has performed well in the past. Nicor reported between 2006 and 2009 relatively consistent 12months Total Revenue ranging between $2.6billion and $3.7billion. Its Net Income ranged over the same time period between $119million and $135million. For the thirst three quarters in 2010 Nicor Inc. reported a combined 9months Total Revenue of $1.971billion with a Net Income of $98.30million.

Therefore the investigation concerns whether the Nicor Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Nicor Inc. (NYSE:GAS) and breached their fiduciary duties to Nicor (GAS) shareholder by failing to adequately shop the Company before entering into the transaction.