Levi & Korsinsky, LLP Investigates Possible Breach of Fiduciary Duty by the Board of The Orchard Enterprises, Inc. - ORCD
March 16 2010 - 12:16PM
Business Wire
Levi & Korsinsky is investigating the Board of Directors of
The Orchard Enterprises, Inc. (“Orchard” or the “Company”)
(NasdaqGM: ORCD) for possible breaches of fiduciary duty and other
violations of state law in connection with their attempt to sell
the Company to Dimensional Associates, LLC, a private equity
affiliate of JDS Capital, L.P. ("Dimensional"). Dimensional
currently owns approximately 42% of the Company’s outstanding
common stock and 99% of the Company’s outstanding Series A
Preferred Stock, representing an aggregate of approximately 53% of
the Company’s voting securities. Under the terms of the proposed
transaction, Orchard shareholders will receive $2.05 in cash for
each share of Orchard they own. Orchard shareholders will also
receive a contingent right to receive additional consideration,
under certain circumstances, if Dimensional Associates or any of
its affiliates enters into a commitment to sell at least 80% of
Orchard’s voting securities or assets within six months of the
consummation of the merger.
The investigation concerns whether the Orchard Board of
Directors breached their fiduciary duties to Orchard stockholders
by failing to adequately shop the Company before entering into this
transaction and whether Dimensional is underpaying for Orchard
shares, thus unlawfully harming Orchard stockholders. In
particular, Orchard shares traded at $2.10 per share as recently as
August 12, 2009, traded at a 52-week high of $3.49 and the Company
has a book value of $2.05 per share.
If you own common stock in Orchard and wish to obtain additional
information, please contact us at the number listed below or visit
http://www.zlk.com/orcd1.html.
Levi & Korsinsky has expertise in prosecuting investor
securities litigation and extensive experience in actions involving
financial fraud and represents investors throughout the nation,
concentrating its practice in securities and shareholder
litigation.
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