Investigation Overview
Just hours after the PMA Capital board of directors announced the proposal by Old Republic Intl Corp. to take over PMA Capital (PMACA) an investigation on behalf of current investors PMA Capital Corporation (NASDAQ:PMACA) over possible breaches of fiduciary duty by the board of directors of PMA Capital Corp. was announced.
The investigation by a law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of PMA Capital arising out of their attempt to sell PMA Capital Corporation (NASDAQ:PMACA) to Old Republic International Corporation (NYSE:ORI).
PMA Capital Corporation, located in Pennsylvania, PA, is a holding company whose operating subsidiaries provide insurance and fee-based services. PMA Capital Corporation reported in 2007 Total Revenue of $455.78million, in 2008 $494.16million, and in 2009 $531.72million.
On Thursday, June 10, 2010, PMA Capital Corporation (NASDAQ:PMACA) and Old Republic International Corporation (NYSE:ORI) and announced that the companies have entered into a merger agreement pursuant to which Old Republic International Corporation will acquire all of PMA Capital Corporation's outstanding common stock. Under the terms of the agreement Old Republic International Corporation will issue 0.55 shares of Old Republic International Corporation common stock in exchange for each outstanding common share of PMA Capital Corporation. Depending on the price of Old Republic International Corp's common stock preceding the closing of the merger, the exchange ratio may be adjusted upwards or downwards, but will not exceed 0.60 or be less than 0.50. According to PMA Capital Corp. the agreement has been approved by its board of directors and the initial exchange ratio represents a premium of approximately 15% to the closing price of PMA Capital Corporation's common stock on June 8, 2010, the last trading day before the signing of the merger agreement.
Shares of PMA Capital Corporation (PMACA) traded before the news on June 09, 2010, at $6.11, and $6.37 per share on Monday, June 07, 2010. In response to the announcement PMACA shares increased in the pre-market on Thursday, June 10, 2010, to $.6.84 per share. PMACA shares are down from its 52weekHigh of $7.65 per share, over $10 per share in 2008, and over $11 per share in 2007.
The investigation by a law firm concerns whether the PMA Capital Corp. Board of Directors breaches their fiduciary PMA Capital ( NASDAQ:PMACA) stockholders by failing to adequately shop the Company prior to supporting the agreement, whether the Board of Directors breaches their fiduciary duties by not seeking a deal that would provide better PMA Capital Corporation, and whether Old Republic Intl. Corp. is underpaying for PMA Capital Corporation (PMACA), thus unlawfully harming PMACA stockholders.