Acquisition of Epoch Holding Corporation by The Toronto-Dominion
Bank May Not Be in Epoch's Shareholders' Best Interests
SAN DIEGO and NEW YORK,
Dec. 18, 2012 /PRNewswire/
-- Shareholder rights attorneys at Robbins Umeda LLP are
investigating possible breaches of fiduciary duty and other
violations of the law by members of the board of directors of Epoch
Holding Corporation (NASDAQ: EPHC) in connection with their efforts
to sell the company to The Toronto-Dominion Bank (Toronto: TD).
Epoch is a publically owned investment manager.
(Logo:
http://photos.prnewswire.com/prnh/20111014/ROBBINSUMEDALOGO)
On December 6, 2012, Epoch Holding
and Toronto-Dominion announced
they had entered into a definitive merger agreement under which
Toronto-Dominion will acquire
Epoch Holding through an all cash tender offer with a total value
of $668 million. Epoch Holding
shareholders will receive $28 per
share. The transaction is expected to close in the first half
of 2013.
The Board of Directors' Actions May Prevent Epoch Holding
Shareholders from Receiving the Maximum Value for Their
Stock
Robbins Umeda LLP's investigation focuses on whether the board
of directors at Epoch Holding is undertaking a fair process to
obtain maximum value and adequately compensate its
shareholders. The $28 per share
offer is substantially below the $33.50 target maintained by an analyst at Raymond
James and is only slightly above the $27.80 share price reached on April 27, 2012. Moreover, Epoch Holding's
recently reported financial results exceeded analysts' projections
and represented substantial increases over 2011 figures. On
October 3, 2012, Epoch Holding
announced that its assets under management grew to $24.2 billion, an increase of 4% from
June 30, 2012. In addition, on
November 5, 2012, the company
reported diluted earnings per share of $0.33 for the quarter that ended on September 20, 2011, beating analysts' estimates
by 13.8%. Finally, Epoch Holding's reported net income
increased to $7.9 million for the
quarter, as compared to $4.4 million
for the same period in 2011. Given these facts, the firm is
examining whether the board of directors' decision to sell Epoch
Holding for $28 per share is fair to
shareholders.
Epoch Holding shareholders have the option to file a class
action lawsuit against the company to secure the best possible
price for shareholders and to ensure disclosure of material
information so shareholders can make an informed decision on
whether to tender their shares in the tender offer. Epoch
shareholders interested in information about their rights and
potential remedies can contact Darnell R.
Donahue at (800) 350-6003, ddonahue@robbinsumeda.com, or via
the shareholder information form on the firm's website.
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.
Press release link:
http://www.robbinsumeda.com/shareholders-rights-blog/epoch-holding-corporation/
Attorney Advertising. Past results do not guarantee a similar
outcome.
Contact:
Robbins Umeda LLP
Darnell R. Donahue
ddonahue@robbinsumeda.com
(619) 525-3990 or Toll Free (800) 350-6003
www.robbinsumeda.com
SOURCE Robbins Umeda LLP
