Investigation Overview
February 19, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Zale Corporation (NYSE:ZLC) shares, was announced concerning whether the takeover of Zale Corporation by Signet Jewelers Limited for $21.00 per share is unfair to NYSE:ZLC stockholders.
The investigation by a law firm concerns whether certain officers and directors of Zale Corporation breached their fiduciary duties owed to NYSE:ZLC investors in connection with the proposed acquisition.
On February 19, 2014 Signet Jewelers Limited (NYSE and LSE: SIG) and Zale Corporation (NYSE:ZLC) announced that they have entered into an agreement for Signet Jewelers Limited to acquire all of the issued and outstanding stock of Zale for $21.00 per share in cash consideration.
However, given that as part of the transaction, Signet Jewelers Limited has entered into a voting and support agreement with Golden Gate Capital, the beneficial owner of approximately 22% of Zales common stock, the investigation concerns whether the offer is unfair to NYSE:ZLC stockholders. More specifically, the investigation concerns whether the Zale 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.
Zale Corporation reported that its Total Revenue rose from over $1.74 billion for the 12 months period that ended on July 31, 2011 to over $1.88 billion for the 12 months period that ended on July 31, 2013 and its Net loss of $112.04 million for the 12 months period that ended on July 31, 2011 turned into a Net Income of $10.01 million for the 12 months period that ended on July 31, 2013.
Shares of Zale Corporation (NYSE:ZLC) grew from $1.14 per share in March 2009 to as high as $16.51 per share in January 2013.