SAN DIEGO, Dec 18, 2013 — Shareholder Rights Law Firm Johnson & Weaver, LLP is investigating whether members of the board of directors of Valassis Communications Inc. VCI -0.72% breached their fiduciary duties in connection with the planned sale of the company to Harland Clarke Holdings Corp. Valassis and its subsidiaries provide media solutions primarily in the United States and Europe.
On December 18, 2013, Valassis and Harland Clarke announced that they had entered into a definitive agreement under which Harland Clarke will acquire all of the outstanding shares of Valassis’ common stock for $34.04 per share in cash, representing a transaction value of approximately $1.84 billion. The transaction is structured as a tender offer, and the parties expect the transaction to close in the first quarter of 2014.
The investigation concerns whether the Valassis board members failed to satisfy their duties to the Company’s shareholders, including whether the board adequately pursued alternatives to the acquisition and whether the board obtained the best price possible for the Company’s shares of common stock. Jim Baker, lead analyst for Johnson & Weaver, stated that, “Harland Clarke’s offer appears to be inadequate and not in the best interest of Valassis’ shareholders.” In particular, Baker noted that Valassis is selling at a relatively low forward P/E based upon 2014 analyst earnings estimates.
If you are Valassis shareholder and would like additional information concerning your legal rights, please contact lead analyst Jim Baker ([email protected]) at 619-230-0063.
Johnson & Weaver, LLP is a nationally recognized shareholder rights law firm with offices in California and New York. The firm represents individual and institutional investors in shareholder derivative and securities class action lawsuits. For more information about the firm and its attorneys, please visit http://www.johnsonandweaver.com . Attorney advertising. Past results do not guarantee future outcomes.