Investigation Overview
San Diego, Sept. 8, 2011 (Shareholders Foundation) -- The announcement that ACE Limited will acquire all of the outstanding common stock of Penn Millers Holding for $20.50 per PMCI share caused an investigation on behalf of investors of Penn Millers Holding Corporation (NASDAQ:PMIC) concerning whether the offer to acquire Penn Millers Holding Corp. and the buyout process would be unfair to investors of Penn Millers Holding (PMIC) and whether certain of its officers and directors or others breach their fiduciary duties owed investors in NASDAQ: PMIC shares.
The investigation by a law firm concerns whether the Penn Millers Holding Corporation, certain of its officers and directors, and/or others breached their fiduciary duties owed to Penn Millers Holding (NASDAQ:PMIC) investors in connection with the proposed acquisition.
On Thursday, September 8, 2011, Penn Millers Holding Corporation (NASDAQ:PMIC) announced that it has entered into an agreement on September 7, 2011 to be acquired by a subsidiary of ACE Limited for$20.50 per share in cash. Penn Millers Holding said that the $20.50offer represents a premium of 39% over the $14.75 per share closing price of PMIC stocks on August 15, 2011,the date of its announcement that it was reviewing strategic alternatives and a 205% premium of Penn Millers Holdings IPO price of $10.00 per share on October 18, 2009.
Following the takeover announcement shares of Penn Millers Holding Corporation (Public, NASDAQ:PMIC) jumped from $16.15 to $20.19 on Thursday.
However, the investigation concerns whether ACE Limited would underpay for NASDAQ:PMIC shares, thus unlawfully harming Penn Millers Holding stockholders, and whether the Penn Millers Holding Board of Directors undertook an adequate sales process and in particular breached their fiduciary duties to Penn Millers Holding (NASDAQ:PMIC) shareholders by failing to adequately shop the Company before entering into the transaction. A potential securities class action lawsuit would seek to maximize the amount of money and information Penn Millers Holding Corp. (PMIC) shareholders would receive in a buyout, so the law firm.