SAN DIEGO, Nov. 5, 2012 /PRNewswire/ -- 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 KBW, Inc. (NYSE: KBW) in connection with their efforts to sell the company to Stifel Financial Corp. (NYSE: SF). 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 November 5, 2012, KBW and Stifel announced that they had entered into a definitive merger agreement under which KBW will be acquired by Stifel. According to the terms of the deal, Stifel will acquire KBW through a cash-and-stock transaction with a total value in excess of $575 million. KBW shareholders will receive $17.50 per share, comprised of $10.00 per share in cash and $7.50 per share in Stifel common stock. The $17.50 per share offer price represents a premium of only 7.4% based on KBW's closing price on November 2, 2012, the last trading day prior to the announcement of the merger. As recently as September 24, 2012, KBW traded over the offer price, trading at $17.69. Multiple analysts have set price targets higher than the $17.50 offer price with at least one analyst from Sidoti & Company setting a price target for KBW stock at $22.00 per share. The acquisition has already been approved by the board of directors of both companies.
Robbins Umeda LLP's investigation focuses on whether the board of directors at KBW is undertaking a fair process to obtain maximum value and adequately compensate its shareholders, or seeking to benefit themselves. Notably, following the completion of the merger, KBW's President and Chief Executive Officer Thomas Michaud will join Stifel's board and management team and will remain Chief Executive Officer of the KBW business unit. Given the small premium and the continued position of the Company's CEO at the post acquisition company, Robbins Umeda LLP is examining the board of directors' decision to sell KBW now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects.Robbins Umeda LLP attorneys highlight that KBW shareholders have the option to file a class action lawsuit against the company to secure the best possible price for the company's shareholders and the disclosure of material information to shareholders so they can vote on the transaction in an informed manner. Robbins Umeda LLP is a nationally recognized leader in securities litigation and shareholder rights law. The firm represents individual and institutional investors in shareholder derivative and securities class action lawsuits, and has helped its clients realize more than $1 billion of value for themselves and the companies in which they have invested. For more information, please go to http://www.robbinsumeda.com.