Shareholder rights firm Robbins Umeda LLP has commenced an investigation into possible breaches of fiduciary duty and other violations of the law by members of the board of directors of Physicians Formula Holdings, Inc. (NASDAQ: FACE) in connection with their efforts to sell the company to affiliates of Swander Pace Capital. Concerned shareholders who would like more information about their rights and potential remedies can contact attorney Gregory E. Del Gaizo at (800) 350-6003, firstname.lastname@example.org, or via the shareholder information form on the firm's website.
On August 15, 2012, Physicians Formula announced that it had entered into a definitive merger agreement to be acquired by Swander Pace. According to the terms of the deal, Swander Pace will acquire Physicians Formula for $4.25 per share in cash. The acquisition has already been approved by the board of directors of Physicians Formula. Upon close of the merger, which is expected to occur later this year, Physicians Formula will be privately owned and will continue to be operated by the company's current management team and employees.
Robbins Umeda LLP's investigation focuses on whether the board of directors at Physicians Formula is undertaking a fair process to obtain maximum value and adequately compensate its shareholders, or seeking to benefit themselves. At least one analyst, at Imperial Capital, has set a price target for Physician Formula at $5.00 per share, higher than the current offer of $4.25 per share.
Moreover, on August 14, 2012, Physicians Formula reported financial results for the second quarter of 2012 that exceeded analyst projections and represented substantial increases over 2011 figures. Specifically, Physicians Formula reported a total earnings per share of $0.13, which beat analyst estimates of $0.028 by 364%. Further, total revenue for the quarter of $26.1 million represents an increase of 25.2% over total revenues of $20.9 million during the same quarter of the previous year. In addition, net income was $2 million compared to a net loss of $0.3 million for the same quarter in 2011.