SAN DIEGO--(BUSINESS WIRE)--Shareholder rights law firm Johnson & Weaver, LLP has launched an investigation into whether the board members of Pepco Holdings, Inc. (NYSE: POM), a mid-Atlantic utility provider, breached their fiduciary duties in connection with the proposed $6.8 billion sale of the company to Exelon Corporation (NYSE: EXC).
If you are a Pepco shareholder and would like additional information concerning your legal rights, please contact Johnson & Weaver’s lead analyst Jim Baker at firstname.lastname@example.org or 619-814-4471.
Pepco is one of the largest energy delivery companies in the Mid-Atlantic region, serving about 2 million customers in Delaware, the District of Columbia, Maryland and New Jersey. Exelon is one of the country’s largest energy providers.
On April 30, 2014, Pepco and Exelon entered into an agreement whereby Exelon will acquire Pepco in a $6.8 billion transaction. Under the terms of the agreement, Pepco shareholders will receive $27.25 per share in cash. The acquisition is expected to be completed by the third quarter of 2015, although shareholders will likely be asked to vote on the transaction well before then.
Nationally recognized Johnson & Weaver, which focuses its practice on shareholder rights, is investigating whether the proposed $27.25 per share deal price represents adequate consideration, especially given the company’s recent success and promise of future growth.
“Pepco is a valuable company that has recently reported outstanding financial results across the board,” said Johnson & Weaver attorney Scott Holleman. “Pepco’s directors were required to do everything they could to maximize shareholder value, and we don’t think that the $27.25 per share deal price is adequate.”
On February 28, 2014, Pepco released its 2013 year-end and fourth quarter results, reporting a 70.6% increase in net income versus the same period in 2012. Moreover, Pepco's quarterly earnings per share increased 53%, from $0.15 to $0.23, versus the same period in 2012. Mr. Holleman also explained that the company has issued several statements about its future growth, including that Pepco Energy Services entered into $66 million in energy efficiency contracts in 2013, an increase of $57 million compared to 2012.
The deal price also represents a premium of just 19.6% based on Pepco's closing price of $22.79 on April 29, 2014. This premium is significantly below the average one day premium of over 25% for comparable transactions in the last three years.
Johnson & Weaver is also investigating whether the Company’s directors thoroughly considered alternatives to the proposed acquisition, such as continuing on as an independent company or pursuing a deal with another company. In particular, Mr. Holleman explained, Pepco CEO Joseph M. Rigby recently announced his plan to retire, so there’s the possibility that Rigby favored pursuing this transaction with Exelon rather than executing Pepco’s strategy on a standalone basis.
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