The Shareholders Foundation announces that an investigation on behalf of investors, who currently hold shares of SWS Group Inc (NYSE:SWS) shares, is pending concerning whether the takeover of SWS Group Inc by Hilltop Holdings Inc. for a value of approximately $7.88 per share is unfair to NYSE:SWS stockholders.
Investors who purchased shares of SWS Group Inc (NYSE:SWS) and currently hold any of those NYSE:SWS shares have certain options and should contact the Shareholders Foundation at mail(at)shareholdersfoundation.com or call +1(858) 779 – 1554.
The investigation by a law firm concerns whether certain officers and directors of SWS Group Inc breached their fiduciary duties owed toNYSE:SWS investors in connection with the proposed acquisition.
On January 10, 2014, SWS Group Inc confirmed that it received an unsolicited acquisition proposal from Hilltop Holdings Inc. (NYSE: HTH) to acquire the outstanding common stock that Hilltop does not already own for $7.00 per share in 50% cash and 50% Hilltop common stock.
On February 18, 2014, the Special Committee of the Board of Directors of SWS Group, Inc. (NYSE: SWS) confirmed that it received an unsolicited acquisition proposal from Esposito Global to acquire all the outstanding common shares of SWS Group for $8.00 per share in cash.
However, then on April 1 2014, Hilltop Holdings Inc. (NYSE:HTH) and SWS Group, Inc. (NYSE:SWS) announced that they have entered into a merger agreement providing for the merger of SWS Group with and into Hilltop Holdings. Under the terms of the proposed transaction NYSE:SWS shareholders will receive per share consideration of 0.2496 shares of Hilltop common stock and $1.94 of cash, equating to $7.88 per share based on Hilltop’s closing price on March 31, 2014.
However, given that NYSE:SWS shares rose in the open market on February 20, 2014 to as high as $8.19 per share and given that at least one analyst has set the high target price for NYSE:SWS shares at $8.00, the investigation concerns whether the offer is unfair to NYSE:SWS stockholders. More specifically, the investigation concerns whether the SWS Group Board of Directors will undertake an adequate sales process, adequately shop the company before entering into any transaction, maximize shareholder value by negotiating the best price, and act in the shareholders’ best interests in connection with the proposed sale.
On April 14, 2014, NYSE:SWS shares closed at $7.67 per share.
Those who are current investors in SWS Group Inc (NYSE:SWS) shares have certain options and should contact the Shareholders Foundation.
Contact:
Shareholders Foundation, Inc.
Joelle Day
3111 Camino Del Rio North – Suite 423
92108 San Diego
Phone: +1-(858)-779-1554
Fax: +1-(858)-605-5739
mail@shareholdersfoundation.com