Investigation Overview
After Rural/Metro Corp. announced it agreed to a takeover by Warburg Pincus an investigation on behalf of investors in Rural/Metro Corporation (NASDAQ:RURL) over possible breaches of fiduciary duty was announced.
The investigation by a law firm concerns whether certain directors and officers at Rural/Metro Corporation or others breached their fiduciary duties in connection with proposed takeover.
On Mondya, March 28, 2011, Rural/Metro Corporation (NASDAQ: RURL) announced it has entered into an agreement for the acquisition of Rural/Metro Corp. by the private equity firm Warburg Pincus in an all-cash transaction. Under terms of the agreement, Rural/Metro shareholders will receive $17.25 per share of common stock in cash. Rural/Metro Corporation said the offer represents a 37% premium over the closing price on March 25, 2011 and a 28% premium over the volume weighted average share price over the previous month.
Indeed, in response to the takeover news shares of Rural/Metro Corporation (NASDAQ:RURL) increased from $12.72 per share on Friday, March 25, 2011 to $17.17 on Monday.
However, Rural/Metro Corp. has performed well for its shareholder in the past years. Rural/Metro Corp. reported an increase in its 12months Total Revenue. Its 12months Total Revenue increased from $446.06million reported on June 30, 2007 to $530.75million reported on June 30, 2010. Rural/Metro was able to pull out of s Net Loss of $1.01million reported on June 30, 2007 and report a Net Income of $3.51million on June 30, 2010. In addition analysts have set a price target as high as $18.00 per share for Rural/Metro stock.
Therefore the investigation monitors and concerns whether Rural/Metro Board of Directors undertook an adequate and fair sales process to obtain the maximized consideration for all shareholders of Rural/Metro Corporation (NASDAQ:RURL) and breached their fiduciary duties to Rural/Metro Corp (RURL) investors by failing to adequately shop the Company before entering into the transaction. The investigation concerns also whether Warburg Pincus would underpay for NASDAQ:RURL shares, thus unlawfully harming RURL investors. A potential class action lawsuit would seek to maximize the amount of money and information for Rural/Metro stockholders would receive in a buyout, so the law firm.