Newman Ferrara LLP has begun an investigation into potential claims against the board of directors of Physicians Formula Holdings Inc. (“Physicians Formula”) (NasdaqGS: FACE) concerning the merger agreement between Physicians Formula and private equity firm Swander Pace Capital.
On August 15, 2012, Physicians Formula announced that it had entered into a merger agreement to be acquired by Swander Pace Capital. Under the merger agreement, Physicians Formula shareholders will receive $4.25 in cash per share of Physicians Formula common stock owned
However, this offer price represents a premium of only 15% over the stock’s closing price on August 14, 2012. Physicians Formula stock traded above the offer price at $4.38 per share as recently as May 17, 2012 and Physicians Formula stock has increased approximately 15% so far this year. Physicians Formula’s announcement of the merger agreement comes just one day after Physicians Formula announced its financial results for the second quarter of 2012 during which Physicians Formula reported a 25% increase in net sales and announced that it had become “the fastest-growing masstige color cosmetics brand in dollar sales among the major five masstige brands.”
Physicians Formula’s Board of Directors has unanimously approved the merger agreement. Subject to approval by Physicians Formula’s shareholders, the proposed transaction is expected to close by the end of the calendar year.
Newman Ferrara LLP’s investigation concerns whether Physicians Formula’s Board of Directors is fulfilling its fiduciary duties to act in the best interests of Physicians Formula’s shareholders and to take all necessary steps to ensure that Physicians Formula’s shareholders receive the maximum value readily available for their shares of Physicians Formula 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, securities fraud and shareholder litigation, consumer protection, civil rights, and real estate. For more information, please visit the firm website at