Focus Media Holding Limited (ADR) (NASDAQ:FMCN) Investor Investigation Over Takeover Announced

If you purchased shares of Focus Media Holding Limited (ADR) (NASDAQ:FMCN) prior to December 19, 2012, and currently hold any of those NASDAQ:FMCN shares, you have certain options and you should contact the Shareholders Foundation, Inc.

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Company Name(s): 
Focus Media Holding
Affected Securities: 

Mar. 11, 2013 (Shareholders Foundation) -- An investigation on behalf of investors in Focus Media Holding Limited (ADR) (NASDAQ:FMCN) shares was announced concerning whether the offer to acquire Focus Media Holding Limited (ADR) for $27.50 per NASDAQ:FMCN share and the takeover process are unfair to investors in NASDAQ:FMCN shares.

The investigation by a law firm concerns whether certain officers and directors of Focus Media Holding Limited breached their fiduciary duties owed to NASDAQ:FMCN investors in connection with the proposed acquisition.

On August 13, 2012, Focus Media Holding Limited announced that its Board of Directors has received a preliminary non-binding proposal letter, dated August 12, 2012, from affiliates of FountainVest Partners, TheCarlyle Group, CITIC Capital Partners, CDH Investments and China Everbright Limited and Mr. Jason Nanchun Jiang, Chairman of the Board and Chief Executive Officer of Focus Media, and his affiliates (together, the "Consortium Members"), that proposes a "going-private" transaction (the "Transaction") for $27.00 in cash per American depositary share, or $5.40 in cash per ordinary share.

Following the announcement shares of NASDAQ:FMCN shares jumped to $25.34 per share.
Then on Dec. 19, 2012, Focus Media Holding Limited announced that it has entered into an Agreement and Plan of Merger with Giovanna Parent Limited and Giovanna Acquisition Limited pursuant to which Giovanna Parent Limited will acquire Focus Media forUS$5.50 per ordinary share of the Company or US$27.50 per American depositary share, each representing five Shares.

NASDAQ:FMCN jumped on Dec. 20, 2012 to $25.74 per share and increased to $25.95 per share on Jan. 15, 2013.

However, the investigation a law firm concerns whether the $27.50--offer is too low for NASDAQ:FMCN stockholders.

More specifically, given that the Chairman, Fosun and certain members of Focus Media Holding Limited's senior management team have already agreed to vote all of the Shares they beneficially own, which represent approximately 36.0% of the outstanding Shares (excluding outstanding options and restricted share units of the Company), in favor of the authorization and approval of the Merger Agreement and the Transaction, the investigation focuses on whether the Focus Media Holding 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.

Focus Media Holding Limited (ADR) (NASDAQ:FMCN) reported that its annual Revenue rose from $397.16 million in 2009 to $792.62 million in 2011 and that its Net Loss of $213.26 million in 2009 turned into a Net Income of $162.68 million in 2011.

Shares of Focus Media Holding Limited (ADR) (NASDAQ:FMCN) grew from as low as $5.80 per share in March 2009 to as high as $36.54 per share in May 2011.

On March 11, 2013, NASDAQ:FMCN shares closed at $25.90.