MILWAUKEE, Jan. 6, 2014 (GLOBE NEWSWIRE) -- We are investigating the Board of Directors of Pacer for possible breaches of fiduciary duty and other violations of state law in connection with the sale of Pacer to XPO.
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Pacer shareholders will receive just $6.00 in cash and $3 of XPO common stock for each Pacer share owned, which is substantially less than Pacer's value a few weeks ago and less than target prices set by analysts. Clearly, XPO is purchasing Pacer at a substantial discount. The purchase agreement unreasonably limits prospective bids for Pacer by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Pacer receive and accept a superior bid. Pacer insiders, their affiliates and other majority shareholders own significant voting units of Pacer, and will receive benefits as part of change of control arrangements, and therefore can unduly influence a sale of Pacer not necessarily in the best interests of non-insider shareholders. In light of these facts, our investigation centers on the conduct of Pacer's Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Pacer given its current financial condition and prospects.
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CONTACT: Ademi & O'Reilly, LLP Guri Ademi 3620 East Layton Ave. Cudahy, WI 53110 Toll Free: (866) 264-3995 Fax: (414) 482-8001 www.ademilaw.comSource:Ademi & O'Reilly, LLP