Newman Ferrara LLP (
) has begun an investigation into potential claims against the board of directors of RailAmerica, Inc. (“RailAmerica”) (NYSE: RA) and RR Acquisition Holding LLC (“RR Acquisition”), RailAmerica’s controlling shareholder, concerning the proposed acquisition of RailAmerica by Genesee & Wyoming Inc. (“GWI”) (NYSE: GWR).
On July 23, 2012, RailAmerica announced that it had entered into an agreement and plan of merger to be acquired by GWI in an all cash transaction valued at approximately $1.39 billion. Under the terms of the transaction, RailAmerica shareholders will receive $27.50 per share of RailAmerica common stock held, representing a premium of only approximately 8% over the daily trading high of RailAmerica stock on July 20, 2012, the last trading day before the deal was announced. Upon RailAmerica’s announcement of the transaction, RR Acquisition Holding LLC (“RR Acquisition”), which holds approximately 60% of RailAmerica common stock, provided its written consent approving of the transaction. Therefore, the condition to the transaction’s closing that RailAmerica receives majority approval by its shareholders has already been satisfied.
Newman Ferrara LLP’s investigation concerns whether RailAmerica’s board of directors and RR Acquisition are fulfilling their fiduciary duties to act in the best interests of RailAmerica’s shareholders and to take all necessary steps to ensure that RailAmerica’s shareholders receive the maximum value reasonably available for their shares of RailAmerica stock.
Concerned investors are encouraged to contact Newman Ferrara attorney Roy Shimon at (212) 619-5400 or
to discuss this investigation, their rights, or potential remedies.
Newman Ferrara maintains a multifaceted practice based in New York City with attorneys specializing in complex commercial and multi-party litigation with an emphasis on securities, ERISA, consumer fraud, products liability, civil rights and real estate. For more information, please visit the firm website at