San Diego, CA -- (SBWIRE) -- 02/04/2013 -- An investigation on behalf of investors in BioClinica Inc (NASDAQ:BIOC) shares was announced concerning whether the offer by JLL Partners, Inc to acquire BioClinica Inc for $7.25 per NASDAQ:BIOC share and the takeover process are unfair to investors in NASDAQ:BIOC shares.
Investors who purchased shares of BioClinica Inc (NASDAQ:BIOC) prior to January 30, 2013, and currently hold any of those NASDAQ:BIOC shares have certain options and should contact the Shareholders Foundation at mail(at)shareholdersfoundation.com or call +1(858) 779 - 1554.
The investigation by a law firm concerns whether certain officers and directors of BioClinica Inc breached their fiduciary duties owed NASDAQ:BIOC investors in connection with the proposed acquisition.
On Jan. 30, 2013, BioClinica, Inc. (NASDAQ: BIOC) announced that it has entered into an agreement to be acquired by a holding company controlled by JLL Partners, Inc. Simultaneously, JLL Partners announced that it has reached an agreement to acquire CoreLab Partners, Inc.. Following the proposed acquisitions, BioClinica and CoreLab Partners will be merged. Ampersand Capital Partners, which is the majority owner of CoreLab Partners, will also be a significant investor in the combined company.
Under terms of the BioClinica agreement, the holding company will commence a cash tender offer to purchase all of BioClinica's common stock at an offer price of $7.25 a share, which results in an equity value of approximately $123 million. Any BioClinica shares not tendered in the offer will be acquired in a second-step merger at the same cash price as paid in the tender offer.
BioClinica, Inc. said that the purchase price represents a premium of 23.2% over its average closing price for the 90 days ended January 29, 2013, and 28.7% over the average price for the 52-week period ended January 29, 2013.
However, given that at least one analyst has set the high target price for NASDAQ:BIOC shares at $9.00 per share, the investigation a law firm concerns whether the proposed transaction is unfair to NASDAQ:BIOC stockholders.
Furthermore, the financial performance of BioClinica Inc improved lately. In fact, BioClinica Inc reported that its annual Revenue rose from $69.12 million in 2008 to $83.96 million in 2011. Shares of BioClinica Inc (NASDAQ:BIOC) grew from as low as $3.35 per share in September 2009 to as high as $6.40 per share in September 2012.
Therefore, the investigation focuses on whether the BioClinica 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.
Those who are current investors in BioClinica Inc (NASDAQ:BIOC), have certain options and should contact the Shareholders Foundation.
Shareholders Foundation, Inc.
3111 Camino Del Rio North - Suite 423
92108 San Diego