San Diego, CA -- (ReleaseWire) -- 01/21/2014 -- An investor who currently holds NYSE:VCI shares filed a lawsuit in effort to halt the proposed takeover of Valassis Communications, Inc. by Harland Clarke Holdings Corp. for $34.04 per share.
Investors who purchased shares of Valassis Communications, Inc. (NYSE:VCI) and currently hold any of those NYSE:VCI shares have certain options and should contact the Shareholders Foundation at firstname.lastname@example.org or call +1(858) 779 - 1554
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:VCI stockholders arising out of the attempt to sell Valassis Communications, Inc.. too cheaply via an unfair process to Harland Clarke Holdings Corp.
On December 18, 2013, Harland Clarke Holdings Corp. and Valassis Communications, Inc. (NYSE:VCI) announced that they have entered into a merger agreement under which Harland Clarke Holdings will acquire Valassis Communications, Inc. Under the terms of the agreement, Harland Clarke Holdings, a wholly owned subsidiary of MacAndrews & Forbes Holdings Inc., will acquire all of the outstanding shares of Valassis Communications, Inc. (NYSE:VCI) for $34.04 per share in cash, representing a transaction value of approximately $1.84 billion.
However, the plaintiff alleges that the $34.04-offer is too low as itrepresents a "meager" 7.5 percent premium and drastically undervalues Valassis Communications, Inc. Indeed, NYSE:VCI shares rose after the takeover news in the open market on December 18, 2013, to $34.77 per share. In addition, the plaintiff claims that “the offer is taking place in an atmosphere poisoned by materially false, misleading and omissive disclosure”. In addition the plaintiff alleges that the process is unfair to NYSE:VCI investors as well. The plaintiff says the takeover is a hopelessly flawed process designed to ensure that Valassis's board and management, who hold more than 3.1 million shares, receive preferential terms in the deal as they receive over $107.8 million from the sale of their illiquid shares if the deal goes through.
Valassis Communications, Inc. (NYSE:VCI) shares closed at $34.11 per share on January 17, 2014.
Those who are current investors in Valassis Communications, Inc. shares have certain options and should contact the Shareholders Foundation at email@example.com or call +1(858) 779 - 1554
Shareholders Foundation, Inc.
3111 Camino Del Rio North - Suite 423
92108 San Diego