In response to the offer by private equity firm Irving Place Capital to take over Thermadyne Holdings at $15 per share an investigation on behalf of investors of Thermadyne Holdings Corp. (Public, NASDAQ:THMD) over possible breaches of fiduciary duties was announced.

The investigation by a law firm concerns whether Thermadyne Holdings and its Board breached their fiduciary duties owed to Thermadyne Holdings Corp. (NASDAQ:THMD) investors in connection with the proposed takeover. On Tuesday, October 05, 2010, Thermadyne Holdings Corporation (NASDAQ: THMD) announced that it has entered into an agreement to be acquired by affiliates of Irving Place Capital, a middle-market private equity firm, in a transaction valued at approximately $422 million, excluding fees and expenses. Under the terms of the agreement, Thermadyne Holdings (NASDAQ: THMD) shareholders will receive $15.00 per share in cash for each share of Thermadynes common stock. According to Thermadyne Holdings Corp. its board of directors unanimously approved the transaction and the offer represents a premium of 18 percent over the average closing share price of $12.71 during the last 30 trading days ending October 4, 2010 and a 25 percent premium over Thermadynes average closing share price of $12.05 during the last 90 trading days ending October 4, 2010.

But the investigation by a law firm concerns whether the sale process and the offered price are unfair to the shareholders of Thermadyne Holdings Corp. (Public, NASDAQ:THMD). Shares of Thermadyne Holdings Corp. (NASDAQ: THMD), which traded in response to the takeover news on Tuesday at $15 per share, traded the day before the announcement as high as $15.15 per share and at least one analysts target price for the stock is $18.35 per share. Thermadyne Holdings Corp. shares THMD reached an all time high of $22.50 per share in 2008.
Thermadyne Holdings Corp. reported over the past four years 12month revenue between $347.65million to $516.91million. Therefore the investigation concerns whether the Thermadyne Holdings Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Thermadyne Holdings Corp. (NASDAQ:THMD) and breached their fiduciary duties to Thermadyne Holdings (THMD) shareholder by failing to adequately shop the Company before entering into the transaction with Irving Place Capital.