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Acquisition of Epoch Holding Corporation by The Toronto-Dominion Bank May Not Be in Epoch's Shareholders' Best Interests
By: PR Newswire
Dec. 18, 2012 08:53 PM
SAN DIEGO and NEW YORK, Dec. 18, 2012 /PRNewswire/ -- Shareholder rights attorneys at Robbins Umeda LLP are investigating possible breaches of fiduciary duty and other violations of the law by members of the board of directors of Epoch Holding Corporation (NASDAQ: EPHC) in connection with their efforts to sell the company to The Toronto-Dominion Bank (Toronto: TD). Epoch is a publically owned investment manager.
On December 6, 2012, Epoch Holding and Toronto-Dominion announced they had entered into a definitive merger agreement under which Toronto-Dominion will acquire Epoch Holding through an all cash tender offer with a total value of $668 million. Epoch Holding shareholders will receive $28 per share. The transaction is expected to close in the first half of 2013.
The Board of Directors' Actions May Prevent Epoch Holding Shareholders from Receiving the Maximum Value for Their Stock
Robbins Umeda LLP's investigation focuses on whether the board of directors at Epoch Holding is undertaking a fair process to obtain maximum value and adequately compensate its shareholders. The $28 per share offer is substantially below the $33.50 target maintained by an analyst at Raymond James and is only slightly above the $27.80 share price reached on April 27, 2012. Moreover, Epoch Holding's recently reported financial results exceeded analysts' projections and represented substantial increases over 2011 figures. On October 3, 2012, Epoch Holding announced that its assets under management grew to $24.2 billion, an increase of 4% from June 30, 2012. In addition, on November 5, 2012, the company reported diluted earnings per share of $0.33 for the quarter that ended on September 20, 2011, beating analysts' estimates by 13.8%. Finally, Epoch Holding's reported net income increased to $7.9 million for the quarter, as compared to $4.4 million for the same period in 2011. Given these facts, the firm is examining whether the board of directors' decision to sell Epoch Holding for $28 per share is fair to shareholders.
Epoch Holding shareholders have the option to file a class action lawsuit against the company to secure the best possible price for shareholders and to ensure disclosure of material information so shareholders can make an informed decision on whether to tender their shares in the tender offer. Epoch shareholders interested in information about their rights and potential remedies can contact Darnell R. Donahue at (800) 350-6003, firstname.lastname@example.org, or via the shareholder information form on the firm's website.
Robbins Umeda LLP is a nationally recognized leader in securities litigation and shareholder rights law. The firm represents individual and institutional investors in shareholder derivative and securities class action lawsuits, and has helped its clients realize more than $1 billion of value for themselves and the companies in which they have invested. For more information, please go to http://www.robbinsumeda.com.
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SOURCE Robbins Umeda LLP
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