September 8, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of XRS Corp (NASDAQ:XRSC), was announced concerning whether the takeover of XRS by Omnitracs, LLC for $5.60 per share is unfair to NASDAQ:XRSC stockholders.
The investigation by a law firm concerns whether certain officers and directors of XRS Corp breached their fiduciary duties owed to NASDAQ:XRSC investors in connection with the proposed acquisition.
On September 2, 2014, Omnitracs, LLC announced that it has agreed to acquire XRS Corp (NASDAQ:XRSC). Subject to the terms and conditions of the agreement, Omnitracs will pay $5.60 per share of XRS Corp, which equates to $178 million in equity value.
However, given that certain XRS Corp shareholders holding a majority of the outstanding voting power of XRS Cor, including Trident Capital and Technology Crossover Ventures, have already entered into voting agreements to vote their shares in favor of the merger unless the merger agreement shall have been terminated, the investigation concerns whether the offer is unfair to NASDAQ:XRSC stockholders. More specifically, the investigation concerns whether the XRS 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.
XRS Corp (NASDAQ:XRSC) reported that Total Revenue declined from $63.09 million for the 12 months period that ended on Sept. 30, 2012 to $56.20 million for the 12 months period that ended on Sept. 30, 2013, while its Net Loss of $10.04 million for the 12 months period that ended on Sept. 30, 2012 turned into a Net Income of $0.87 million for the 12 months period that ended on Sept. 30, 2013. Shares of XRS Corp (NASDAQ:XRSC) grew from $0.50 per share in November 2012 to as high as $3.23 per share on August 28, 2014.