MILWAUKEE, May 6, 2013 (GLOBE NEWSWIRE) -- We are investigating the Board of Directors of BMC, Inc. for possible breaches of fiduciary duty and other violations of state law in connection with the sale of BMC to The Investor Group.
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BMC's long-term financial outlook is very positive and yet BMC shareholders will receive only $46.25 for their shares. The Investor Group is well aware of BMC's improving financial metrics and is purchasing BMC at a substantial discount. The merger agreement unreasonably limits prospective bids for BMC by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should BMC receive and accept a superior bid. BMC insiders, their affiliates and other majority shareholders own significant voting stock of BMC, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of BMC not necessarily in the best interests of non-insider shareholders. In light of these facts, our investigation centers on the conduct of BMC'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 BMC 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