Investigation on behalf of certain current investors of FCStone Group, Inc. (Public, NASDAQ:FCSX) over possible possible breaches of fiduciary duty by the board of FC stone – Contact the Shareholders Foundation, Inc at mail@shareholdersfoundation.com
SAN DIEGO, CA (Shareholders Foundation) – Investigations on behalf of current investors of FCStone Group, Inc. (Public, NASDAQ:FCSX) over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price were announced.
If you are currently an investor in FCStone Group, Inc. (Public, NASDAQ:FCSX) and purchased the shares before July 02, 2009 you have certain options and you should contact the Shareholders Foundation, Inc. at:
The investigation by a law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of FCStone Group, Inc. (Public, NASDAQ:FCSX) arising out of their attempt to sell FCStone to International Assets Holding Corp. (Nasdaq:IAAC). On July 2nd, 2009, International Assets Holding Corporation (Nasdaq:IAAC) and FCStone Group, Inc. (Nasdaq:FCSX) announced that they have signed a definitive agreement to merge in a share swap that creates a combined company with a market capitalization of approximately $260 million. Under the terms of the agreement, FCStone shareholders will receive 0.2950 shares of International Assets stock for each share of FCStone they own, valuing FCStone shares at $4.64, based on International Asset Holding stock's closing price of $15.74 on Wednesday, July 1, 2009. The offer represents at a premium of about 12 percent based on International Assets' Wednesday close. International Assets Holding Corporation shares lost about 11.50% per share after the announcement and traded at about $13.93 per share. Given a price of $13.93 per share and an exchange rate of 0.2950, FCStone shares are worth $4.109 per share. According to the investigation the investigation concerns whether the FCStone Board of Directors breached their fiduciary duties to FCStone shareholders given that FCStone’s shares ‘traded at $5.45 as recently as June 22, 2009 and over $19 per share in the fourth quarter of 2008”, FCStone Group, Inc. “has $202 million in cash (or $7.24 per share) against $58.8 million in debt and a book value in excess of $6.20 per share”, and that “the FCStone Board of Directors agreed to a strict "no solicitation" provision and agreed to pay an excessive $4.9 million termination fee and expenses of up to $2 million which will all but ensure that no superior offer will ever be forthcoming”.
FCStone Group, Inc., located in Kansas City, MO, is an integrated commodity risk management company providing risk management consulting and transaction execution services to commercial commodity intermediaries, end users and producers. Shares of FCStone Group, Inc. (NASDAQ:FCSX) traded at about $4.00 per share after the announcement, down from a 52weekHigh of $32.25 per share and over $46 per share in 2008. FCStone Group, Inc reported Total Revenue of $1.34196billion with net income of $33.28million in 2007 and Total Revenue of $337.53million with net income of $40.59million in 2008.
Those who are currently investors in FCStone Group, Inc. (Public, NASDAQ:FCSX) and purchased the shares before July 02, 2009 have certain options and should contact the Shareholders Foundation, Inc. at:
Shareholders Foundation, Inc.
Trevor Allen
3111 Camino Del Rio North - Suite 423 -
92108 San Diego
Tel:+1-(858)-779-1554
Fax:+1-(858)-605-5739 mail@shareholdersfoundation.com www.ShareholdersFoundation.com
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