American Physicians Capital, Inc. Board Under Investor Investigation

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Company Name(s): 
American Physicians Capital
Affected Securities: 

An investigation on behalf of current investors American Physicians Capital, Inc. (NASDAQ:ACAP) over possible breaches of fiduciary duty by certain members of the American Physicians Capital board of directors in connection with the takeover attempt by The Doctors Company was announced.

American Physicians Capital, Inc., located in East Lansing, MI, is an insurance holding company that writes medical professional liability insurance through its primary subsidiary, American Physicians Assurance Corporation. American Physicians Capital, Inc. reported in 2007 $183.13million in Total Revenue, in 2008 $161.20million, and in $146.01million.

On Thursday, July 08, 2010, American Physicians Capital Inc. (NASDAQ:ACAP), announced that they have entered into a definitive agreement pursuant to which The Doctors Company will acquire American Physicians Capital for $41.50 per share in cash, or an aggregate purchase price of approximately $386 million.
According to American Physicians Capital its Board of Directors has approved the proposed transaction and the $41.50 per share in cash purchase price represents a premium of approximately 31 percent over the $31.76 per share closing price of ACAP on July 7, 2010, the last trading day prior to today's announcement.

Shares of American Physicians Capital, Inc. (ACAP) down from its 52weekHigh of $42.46 per share traded at $31.51per share before the news, and jumped to $$40.59 per share after the announcement.

The investigation by a law firm “concerns whether the American Physicians Capital Board of Directors breached their fiduciary to American Physicians Capital (NASDAQ:ACAP) stockholders by failing to adequately shop the Company prior to supporting the agreement, whether the Board of Directors breached their fiduciary duties by not seeking a deal that would provide better American Physicians Capital (ACAP), and whether The Doctors Company is underpaying American Physicians Capital, Inc. (ACAP), thus unlawfully harming ACAP stockholders.”