Consolidated Graphics, Inc. (NYSE:CGX) Investor Investigation Over Potential Breaches Of Fiduciary Duties In Acquisition

If you purchased shares of the Consolidated Graphics, Inc. (NYSE:CGX) and currently hold any of those NYSE:CGX shares, you have certain options and you should contact the Shareholders Foundation, Inc.

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Company Name(s): 
Consolidated Graphics
Affected Securities: 

October 25, 2013 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Consolidated Graphics, Inc. (NYSE:CGX) shares, was announced concerning whether the takeover of Consolidated Graphics, Inc. by R. R. Donnelley & Sons Company for $62 per share is unfair to NYSE:CGX stockholders.

The investigation by a law firm concerns whether certain officers and directors of Consolidated Graphics, Inc. breached their fiduciary duties owed to NYSE:CGX investors in connection with the proposed acquisition.

On October 24, 2013, R. R. Donnelley & Sons Company (NASDAQ:RRD) and Consolidated Graphics, Inc. (NYSE:CGX) announced that they have signed an agreement by which RR Donnelley will acquire Consolidated Graphics. Under the terms of the transaction, Consolidated Graphics shareholders will receive a combination of $34.44 in cash and a fixed exchange ratio of 1.651 RR Donnelley shares for each outstanding share of Consolidated Graphics they own or $62 per share based on RR Donnelley's closing share price on October 23rd.

However, given that at least one analyst has set the target price for NYSE:CGX shares at $65.00 per share and that NYSE:CGX shares traded in the open market on October 23, 2013 as high as $63.87 per share, the investigation concerns whether the $62-offer is unfair to NYSE:CGX stockholders.

Furthermore, given that simultaneously with signing the definitive merger agreement, Consolidated Graphics' Chairman and Chief Executive Officer, Joe R. Davis already entered into a voting agreement, under which he agreed to vote his shares, which currently represent approximately 16.5% of Consolidated Graphics' outstanding shares, in favor of the approval of the merger agreement, the investigation concerns whether the Consolidated Graphics 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.

Consolidated Graphics, Inc. reported that its Total Revenue rose from $990.86 million for the 12 months period that ended on March 31, 2010 to over $1.04 billion for the 12 months period that ended on March 31, 2013 and that its respective Net Income increased from $14.09 million to $22.23 million.

Shares of Consolidated Graphics, Inc. (NYSE:CGX) grew from $10.95 per share in March 2009 to as high as $63.87 per share on October 23, 2013.

On October 25, 2013, NYSE:CGX shares closed at $63.70 per share.