August 10, 2017 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Hawaiian Telcom HoldCo Inc (NASDAQ:HCOM), was announced concerning whether the takeover of Hawaiian Telcom HoldCo Inc by Cincinnati Bell is unfair to NASDAQ:HCOM stockholders.
The investigation by a law firm concerns whether certain officers and directors of Hawaiian Telcom HoldCo Inc breached their fiduciary duties owed to NASDAQ:HCOM investors in connection with the proposed acquisition.
On July 10, 2017, Hawaiian Telcom HoldCo Inc (NASDAQ:HCOM) and Cincinnati Bell (NYSE:CBB), announced that their boards of directors approved an agreement under which the companies will combine in a cash and stock transaction valued at approximately $650 million, including the assumption of net debt. Under the agreement, Hawaiian Telcom stockholders will have the option to elect either $30.75in cash, 1.6305 shares of Cincinnati Bell common stock, or a mix of $18.45 in cash and 0.6522 shares of Cincinnati Bell common stock for each share of Hawaiian Telcom, subject to proration such that the aggregate consideration to be paid to Hawaiian Telcom stockholders will be 60 percent cash and 40 percent Cincinnati Bell common stock.
However, given that at least one analyst has set the high target price for NASDAQ:HCOM shares at $35.00 per share, the investigation concerns whether the offer is unfair to NASDAQ:HCOM stockholders. More specifically, the investigation concerns whether the Hawaiian Telcom HoldCo Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Shares of Hawaiian Telcom HoldCo Inc (NASDAQ:HCOM) closed on August 10, 2017 at $30.89 per share.