Investigation Overview
San Diego, Dec. 21, 2011 (Shareholders Foundation) -- The announcement by WCA Waste Corp. that it agreed to be acquired by Macquarie Infrastructure Partners II for $6.50 per WCAA share prompted an investigation for investors in WCA Waste Corporation (NASDAQ:WCAA) shares concerning whether the offer to acquire WCA Waste Corp and the buyout process are unfair to investors in WCA Waste (WCAA shares) and whether certain officers and directors breached their fiduciary duties.
The investigations by law firms concern whether WCA Waste Corp, certain officers and directors, and/or others breached their fiduciary duties owed WCA Waste Corporation (NASDAQ:WCAA) investors in connection with the proposed acquisition.
OnDecember 21, 2011, WCA Waste Corporation (Nasdaq:WCAA) announced that it has entered into an agreement and plan of merger with Macquarie Infrastructure Partners II.
Under the terms of the agreement, Macquarie Infrastructure Partners II will acquire all of the outstanding common stock of WCA Waste Corporation for $6.50 per WCAA share in cash, redeem all Series A preferred stock and either partially or completely refinance WCA's existing credit facilities. The transaction is valued at approximately $526 million.
WCA Waste Corporation said the offer represents a premium of 30% over NASDAQ:WCAA's closing stock price on December 20, 2011.
Following the announcement, shares of WCA Waste Corporation (Public, NASDAQ:WCAA) closed on December 21, 2011 at $4.91 per share and rose in after-hours trading to $6.37 per share.
However, NASDAQ: WCAA stocks traded as recently as June 17, 2011 as high as $6.10 per shares, thus leaving certain WCA Waste Corp stockholders with only a meager premium. Additionally, WCA Waste Corporation has reported a book value of $7.79 per share, for the most recent quarter. WCA Waste Corps has performed well for its investors in the past. Its annual Revenue rose from $184.94million for 2007 to $229.48million and its third quarter Revenue in 2011 increased from $59.28million last year to $74.40million. Its Net Income increased from a Net Loss of $27.76million for 2008 to a Net Income of $1.89million in 2010.
Therefore the investigation for NASDAQ:WCAA investors concerns whether the WCA Waste Board of Directors undertook an adequate sales process and in particular breached their fiduciary duties to WCA Waste Corp. (WCAA) shareholders by failing to adequately shop the Company before entering into this transaction. A potential securities class action lawsuit would seek to maximize the amount of money and information WCA Waste (NASDAQ:WCAA) shareholders would receive in a buyout, so the law firm.