Investigation Overview
San Diego, Dec. 27, 2011 (Shareholders Foundation) -- The announcement by Parlux Fragrances, Inc. that it agreed to be acquired by Perfumania Holdings, Inc. for a value of between $7.91 and $8.55 per NASDAQ:PARL share prompted an investigation for investors in Parlux Fragrances, Inc. (NASDAQ:PARL) shares concerning whether the offer to acquire Parlux Fragrances and the buyout process are unfair to investors in NASDAQ: PARL shares and whether certain officers and directors breached their fiduciary duties.
The investigations by law firms concern whether Parlux Fragrances, certain officers and directors, and/or others breached their fiduciary duties owed Parlux Fragrances, Inc. (PARL.) investors in connection with the proposed acquisition.
On December 23, 2011, Parlux Fragrances, Inc. (Nasdaq:PARL) and Perfumania Holdings, Inc. (Nasdaq:PERF) announced that they have signed a merger agreement under which Perfumania Holdings, Inc. would acquire all of the outstanding shares of Parlux Fragrances, Inc. in a transaction valued at approximately $170 million, based on Perfumania Holdings' closing stock price of $19.55 per share on December 22, 2011. Parlux Fragrances, Inc. (Nasdaq:PARL) said that based on that Perfumania Holdings, Inc stock price and depending on the stockholder elections described below, the merger agreement values a share of Parlux Fragrances, Inc. stock at between $7.91 and $8.55, assuming no adjustments under the merger agreement other than such elections. Under the merger agreement, Parlux Fragrances, Inc. (Nasdaq:PARL) stockholders may elect to receive, for each share of Parlux Fragrances, Inc. (Nasdaq:PARL) common stock that they own, either (i) $4.00 in cash plus 0.20 shares of Perfumania Holdings, Inc common stock or 0.53333 shares of Perfumania Holdings, Inc common stock, both of which are subject to certain adjustments in the merger agreement.
However the investigation for NASDAQ:PARL investors concerns whether the Parlux Fragrances Board of Directors undertook an adequate sales process and in particular breached their fiduciary duties to Parlux Fragrances, Inc. (PARL) shareholders by failing to adequately shop the Company before entering into this transaction.
Shares of Parlux Fragrances, Inc. (Public, NASDAQ:PARL) grew over the past recent years at an exceptional grow rate. NASDAQ: PARL stocks rose from as low as $0.63 per share in March 09 to $3.60 in October 2011.
A potential securities class action lawsuit would seek to maximize the amount of money and information Parlux Fragrances (NASDAQ:PARL) shareholders would receive in a buyout, so the law firm.