MILWAUKEE, Aug. 26, 2013 (GLOBE NEWSWIRE) -- We are investigating the Board of Directors of TMS for possible breaches of fiduciary duty and other violations of state law in connection with the sale of TMS to Pritzker.
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TMS's long-term financial outlook is very positive and yet TMS shareholders will receive only $17.50 per share. Pritzker is well aware of TMS's improving financial metrics and is purchasing TMS at a substantial discount. The merger agreement unreasonably limits prospective bids for TMS by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should TMS receive and accept a superior bid. TMS insiders, their affiliates and other majority shareholders own significant voting units of TMS, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of TMS not necessarily in the best interests of non-insider shareholders. In light of these facts, our investigation centers on the conduct of TMS'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 TMS 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