The board of directors of Protection One, Inc. is subject of an investigation in connection with an alleged unfair takeover price and practice over potential breaches of fiduciary duty and other violations of state law on behalf of current investors of Protection One, Inc. (Public, NASDAQ:PONE), who purchased the PONE shares before April 26, 2010.

The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Protection One arising out of their attempt to Protection One, Inc. (NASDAQ:PONE) to affiliates of GTCR. Protection One, Inc., located in Lawrence, KS is a provider of electronic security alarm monitoring services, providing installation, maintenance and electronic monitoring of alarm systems to single-family residential, commercial, multifamily and wholesale customers. Protection One, Inc. reported in 2007 Total Revenue of $347.87million, in 2008 $372.02million, and in 2009 $368.05million.

On Monday, April 26, 2010, Protection One, Inc. (Nasdaq:PONE) announced that it has entered into a definitive agreement to be acquired by affiliates of GTCR at a transaction value of approximately$828 million, including the refinancing of Protection One's debt. Under the terms of the agreement, an affiliate of GTCR will commence on or about May 3, 2010 a tender offer to acquire all of the outstanding common stock of Protection One for $15.50 per share in cash.
According to Protection One, Inc. its board of directors unanimously approved the transaction and the offer price represents a premium of 13% over the April 23, 2010 closing stock price of $13.76, and a premium of 118% over the $7.10 closing stock price on January 19, 2010, which was the last business day prior to Protection One's public announcement that it was considering a possible sale of the company.

Shares of Protection One, Inc. (PONE) traded after the takeover announcement at $15.43 per share, and at $13.94 per share the trading day before the news. PONE shares reached over $20 per share in 2007, and $24 per share in 2006.

According to an investigation by a law firm the transaction appears to be unfair to current investors of Protection One, Inc. (NASDAQ:PONE) because the offer appears grossly unfair, inadequate, and substantially below the fair or inherent value of PONE. The investigation in particular also concerns concerns whether the Protection One Board of Directors breached their fiduciary duties to Protection One, Inc. (PONE) stockholders by failing to adequately shop the Company prior to entering into the agreement, whether the Board of Directors breached their fiduciary duties by not seeking a deal that would provide better value of Protection One, Inc. (PONE), and whether the affiliates of GTCR are underpaying for Protection One,Inc. thus unlawfully harming Protection One (PONE) stockholders.