Investigation Overview
August 23, 2016 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Providence & Worcester Railroad Company (NASDAQ:PWX), was announced concerning whether the takeover of Providence & Worcester Railroad Company by Genesee & Wyoming Inc for $25.00 per share is unfair to NASDAQ:PWX stockholders.
The investigation by a law firm concerns whether certain officers and directors of Providence & Worcester Railroad Company breached their fiduciary duties owed to NASDAQ:PWX investors in connection with the proposed acquisition.
On August 15, 2016, Providence & Worcester Railroad Company (NASDAQ:PWX) announced that on Friday, August 12, 2016, upon completion of a process to assess strategic alternatives, its Board of Directors approved, and the Company entered into, a merger agreement whereby Genesee & Wyoming Inc. (NYSE:GWR) will acquire Providence & Worcester Railroad Company (NASDAQ:PW) for $25.00 per share of common stock, or approximately $126 million, in cash.
However, given that in connection with entry into the merger agreement, the Robert H. Eder Trust and the Linda Eder Trust, which own a majority of the preferred stock of Providence & Worcester Railroad Company (NASDAQ:PWX) and approximately 17.3 percent of the common stock of the Providence & Worcester Railroad Company (NASDAQ:PWX), have already entered into a Voting Agreement with Genesee & Wyoming and the Company to vote all of the shares of the preferred stock and common stock owned by the Trusts in favor of the transaction, the
investigation concerns whether the offer is unfair to NASDAQ:PWX stockholders. More specifically, the investigation concerns whether the Providence & Worcester Railroad Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Shares of Providence & Worcester Railroad Company (NASDAQ:PWX) closed on August 23, 016, at $24.68 per share.