San Diego, CA -- (SBWIRE) -- 11/14/2012 -- An investigation on behalf of investors in Jefferies Group, Inc. (NYSE:JEF) shares was announced concerning whether the offer by Leucadia National Corporation to acquire Jefferies Group for a value of approximately $17.66 per NYSE:JEF share and the takeover process are unfair to investors in NYSE:JEF shares.
Investors who purchased shares of Jefferies Group, Inc. (NYSE:JEF) prior to November 12, 2012, and currently hold any of those NYSE:JEF 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 Jefferies Group, Inc. breached their fiduciary duties owed NYSE:JEF investors in connection with the proposed acquisition.
On November 12, 2012, Leucadia National Corporation (NYSE: LUK) and Jefferies Group, Inc. (NYSE: JEF) announced that the Boards of Directors of both companies have approved a definitive merger agreement under which Jefferies’ shareholders (other than Leucadia, which currently owns approximately 28.6% of the Jefferies outstanding shares) will receive 0.81 of a share of Leucadia common stock for each share of Jefferies common stock they hold. Based on a closing price of $21.80 of NYSE:LUK shares on Friday, November 9, 2012, shareholders of Jefferies Group, Inc. (NYSE:JEF) will received a value of approximately 17.66 per share.
However, given that at least one analyst has set the high target price for NYSE:JEF shares at $19.00 per share, the investigation a law firm concerns whether the proposed transaction is unfair to NYSE:JEF stockholders.
NYSE:JEF shares also traded recently above the current offer. In fact, NYSE:JEF shares traded as high as $19.49 per share as early as March 2012 and as high as $26.84 in early 2011.
In addition, Jefferies Group, Inc. (NYSE:JEF) reported that its Total Revenue rose from $904.30 million for the 12 months period that ended on Dec. 31, 2008 to over $2.12 billion for the 12 months period that ended on Nov. 30, 2011 and its Net Loss of $540.92 million for the 12 months period that ended on Dec. 31, 2008 turned into a Net Income of $284.62 million billion for the 12 months period that ended on Nov. 30, 2011.
Furthermore, concurrently with the execution of the merger agreement, Leucadia, Richard Handler, Chief Executive Officer and Chairman of Jefferies, and Brian Friedman, Chairman of the Executive Committee of Jefferies and one of its Directors, have each already agreed pursuant to separate voting agreements, among other things, to vote their respective shares in favor of the transaction; and Ian Cumming, Leucadia’s Chief Executive Officer and Chairman, and Joseph Steinberg, Leucadia’s President and one of its Directors, have also already each agreed pursuant to separate voting agreements, among other things, to vote their respective shares in favor of the transaction. These voting agreements represent approximately 18.3% and 31.5% of the outstanding shares of Leucadia and Jefferies, respectively.
Therefore, the investigation focuses on whether the Jefferies Group 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 Jefferies Group, Inc. (NYSE:JEF), have certain options and should contact the Shareholders Foundation.
Shareholders Foundation, Inc.
3111 Camino Del Rio North - Suite 423
92108 San Diego