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The law firm of Wohl & Fruchter LLP is investigating the proposed acquisition of National Interstate Corporation (NATL) (Nasdaq:NATL) by Great American Insurance Company (GAIC) pursuant to an unsolicited tender offer.
GAIC presently owns approximately 51.7% of the outstanding shares of NATL.
On February 5, 2014, GAIC announced a tender offer to acquire all of the outstanding shares of NATL stock it does not already own for $28.00 per share in cash.
On February 18, 2014, GAIC raised its offer to $30.00 per share in cash.
On February 19, 2014, NATL filed a Schedule 14D9 with the SEC advising that the NATL Board had determined to express no opinion, and to remain neutral concerning GAIC’s offer.
That same day, Mr. Alan Spachman (Spachman), the founder of NATL and its former CEO, filed a separate Schedule 14D9 recommending that NATL shareholders not tender their shares to GAIC on the ground that GAIC’s offer “is a brazen attempt by a majority shareholder to force minority shareholders of the Company to sell their Shares at a price that is unfairly low, pursuant to a flawed process orchestrated by the majority shareholder, on terms which are designed to be extremely coercive and with inadequate disclosure to the public holders of Shares.” Spachman has alleged, among other concerns, that a majority of the NATL Board is conflicted due to prior or existing relationships with GAIC and its affiliates.
An article published on Seeking Alpha on February 19, 2014, argues that GAIC is using an “unfair informational- and timing- advantage to push through an opportunistic transaction on unfair terms.”
Wohl & Fruchter’s investigation concerns the fairness of the consideration being offered to NATL shareholders, the adequacy of the procedures adopted by the NATL Board to respond to GAIC’s offer, and whether GAIC, as a controlling shareholder, has breached its fiduciary duties to minority public shareholders.