MILWAUKEE, April 1, 2014 (GLOBE NEWSWIRE) -- We are investigating the Board of Directors of SWS for possible breaches of fiduciary duty and other violations of state law in connection with the sale of SWS to private equity firm Hilltop.
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SWS's long-term financial outlook is very positive and yet SWS shareholders will receive only the equivalent of $7.88 per share, less than SWS's stock price in recent trading. Hilltop is well aware of SWS's improving financial metrics and is purchasing SWS at a substantial discount. The merger agreement unreasonably limits prospective bids for SWS by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should SWS receive and accept a superior bid. SWS insiders, their affiliates and other majority shareholders own significant voting units of SWS, and will receive benefits as part of change of control arrangements, and therefore can unduly influence a sale of SWS not necessarily in the best interests of non-insider shareholders. In light of these facts, our investigation centers on the conduct of SWS'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 SWS given its 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