Investigation Overview
After TradeStation Group, Inc. announced that it will be acquired by Monex Group, Inc an investigation on behalf of investors of TradeStation Group, Inc. (NASDAQ:TRAD) over possible breaches of fiduciary duty was announced.
The investigation by a law firm concerns whether certain directors and officers at TradeStation Group, Inc. or others breached their fiduciary duties in connection the proposed takeover.
On Wednesday, April 20, 2011, TradeStation Group, Inc. (NASDAQ GS: TRAD) and Monex Group, Inc. announced that they have entered into an agreement pursuant to which a subsidiary of Monex Group will acquire all the outstanding common stock of TradeStation Group for $9.75 per TRAD share, or approximately $411 million in aggregate, through a cash tender offer followed by a merger. TradeStation Group, Inc said the offer represents a 39% premium to TradeStation Group's share price 30 days ago, on March 21, 2011, and a 32% premium to TradeStation Group's closing stock price on April 20, 2011, the last full trading day before today's announcement.
However, TradeStation Group performance for its investors in the past has been consistently well. TradeStation Group reported over the past four years relatively consistent 12months Total Revenue ranging from $128.97million to $160.43million. Notably, TradeStation reported positive fourth quarter 2010 financial results and 2011 guidance. As a result, one analyst set a target price of $10.00 for the company. Shares of TradeStation Group, Inc. traded during May 2010 as high as $8.43 and closed the day before the announcement at $7.41per share.
Therefore the investigation concerns whether the TradeStation Group Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of TradeStation Group, Inc. ( NASDAQ:TRAD) and breached their fiduciary duties to TradeStation Group,( NASDAQ:TRAD) shareholder by failing to adequately shop the Company before entering into any transaction.
The investigation concerns also whether Monex Group, Inc would underpay for NASDAQ:TRAD shares, thus unlawfully harming TRAD stockholders. A potential class action lawsuit would seek to maximize the amount of money and information TradeStation shareholders would receive in a buyout, so the law firm.