December 18, 2013 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Valassis Communications, Inc. (NYSE:VCI) shares, was announced concerning whether the takeover of Valassis Communications, Inc. by Harland Clarke Holdings Corp. for $34.04 per share is unfair to NYSE:VCI stockholders.

The investigation by a law firm concerns whether certain officers and directors of Valassis Communications, Inc. breached their fiduciary duties owed to NYSE:VCI investors in connection with the proposed acquisition.

On December 18, 2013, Harland Clarke Holdings Corp. and Valassis Communications, Inc. (NYSE:VCI) announced that they have entered into a merger agreement under which Harland Clarke Holdings will acquire Valassis Communications, Inc. Under the terms of the agreement, Harland Clarke Holdings, a wholly owned subsidiary of MacAndrews & Forbes Holdings Inc., will acquire all of the outstanding shares of Valassis Communications, Inc. (NYSE:VCI) for $34.04 per share in cash, representing a transaction value of approximately $1.84 billion.
However, given that NYSE:VCI shares rose after the takeover news in the open market on December 18, 2013, to $34.77 per share, the investigation concerns whether the $34.04-offer is unfair to NYSE:VCI stockholders. More specifically, the investigation concerns whether the Valassis Communications 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.

Valassis Communications, Inc. (NYSE:VCI) shares closed at $24.60 per share on December 18, 2013.