Investigation Overview
An investigation on behalf of investors, who currently hold shares of ZAIS Group Holdings, Inc. (NASDAQ:ZAIS), was announced concerning whether the takeover of ZAIS Group Holdings, Inc. at $4.10 per share is unfair to NASDAQ:ZAIS stockholders.
The investigation by a law firm concerns whether certain officers and directors of ZAIS Group Holdings, Inc. breached their fiduciary duties owed to NASDAQ:ZAIS investors in connection with the proposed acquisition.
Red Bank, NJ based ZAIS Group Holdings, Inc., formerly HF2 Financial Management Inc., is a holding company, which conducts all of its operations through its operating subsidiary, ZAIS Group, LLC (ZAIS Group). On January 12, 2018, ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) announced that it has signed a merger agreement with Z Acquisition LLC, a Delaware limited liability company ('Z Acquisition'), and ZGH Merger Sub, Inc., a wholly-owned subsidiary of ZAIS. Christian Zugel, the founder of ZAIS Group, LLC, the Company's operating subsidiary, and the Company's Chairman and Chief Investment Officer, is the sole managing member of Z Acquisition. Under the terms of the agreement, ZAIS shareholders will receive $4.10 for each share of ZAIS stock they own.
However, given that during 2015 NASDAQ:ZAIS shares reached as high as $11.50 per share, the investigation concerns whether the offer is unfair to NASDAQ:ZAIS stockholders. More specifically, the investigation concerns whether the ZAIS Group Holdings 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.
On January 16, 2018, NASDAQ:ZAIS shares closed at $4.03 per share.