FPIC Insurance Group, Inc. Takeover Under Investor Investigation

If you purchased shares of FPIC Insurance Group, Inc. (NASDAQ FPIC) and currently continue to hold those NASDAQ:FPIC shares, and/or if you have any information relating the investigation, you have certain options and you should contact the Shareholders Foundation, Inc.

To have your information reviewed for options and to recieve notifications about this investigation, please use this form. You may also send an email to mail@shareholdersfoundation.com, or call us at (858) 779-1554.
Company Name(s): 
FPIC Insurance Group
Affected Securities: 
NASDAQ: FPIC

AUGUST 2011 - According to a press release:

FPIC Insurance Group, Inc. (“FPIC”) (NASDAQ: FPIC), a leading provider of medical professional liability insurance for physicians, dentists and other healthcare providers, today announced that FPIC and the other named defendants have signed a memorandum of understanding with a purported shareholder of FPIC to settle in principle a putative class action lawsuit, which relates to the proposed merger of FPIC with Fountain Acquisition Corp., a wholly owned subsidiary of The Doctors Company. The memorandum of understanding provides, among other things, that the parties will seek to enter into a stipulation of settlement which provides for the release of all asserted claims, subject to court approval.

Pursuant to the memorandum of understanding, FPIC has filed a supplement to its revised definitive proxy statement with the Securities and Exchange Commission (the “SEC”), which can be accessed free of charge at the SEC’s website at www.sec.gov, or at FPIC’s website at www.fpic.com. The supplement to the revised definitive proxy statement contains certain additional disclosures that FPIC agreed to make in connection with the proposed settlement of the lawsuit, although FPIC and the other named defendants have not admitted in any way that those disclosures are material or are otherwise required by law. The proposed settlement will not affect the merger consideration of $42 per share that FPIC’s shareholders are entitled to receive in the merger.

MAY 2011 - Following the announcement by FPIC Insurance Group that its board of directors agreed to a takeover of FPIC Insurance Group, Inc. by The Doctors Company an investigation on behalf of investors of FPIC Insurance Group, Inc. (NASDAQ:FPIC) was announced concerning whether the proposed acquisition is unfair to FPIC stockholders and whether certain directors and officers breached their fiduciary duties.

The investigation by a law firm concerns whether certain directors and officers at FPIC Insurance Group, Inc. or others breached their fiduciary duties in connection the proposed takeover.

On Tuesday, May 24, 2011, before the market opened, FPIC Insurance Group, Inc. (NASDAQ: FPIC) and The Doctors Company announced that they have entered into an agreement pursuant to which The Doctors Company will acquire FPIC Insurance Group for $42.00 per FPIC share in cash, representing an aggregate purchase price of approximately $362 million.

FPIC Insurance Group said the $42.00 per share price represents a premium of approximately 31 percent over the $32.10 per share closing price of FPIC on May 23, 2011, the last trading day prior to today's announcement.
Indeed, following the takeover announcement shares of FPIC Insurance Group, Inc. jumped from $32.36 on Monday to $41.50 on Tuesday.

However, FPIC stock traded as recently as April 1, 2011 as high as $39.40 per share, leaving FPIC investors with only a meager premium.

Therefore the investigation monitors the proposed transaction and concerns whether the FPIC Insurance Group Board of Directors undertook an adequate and fair sales process to obtain fair and maximized consideration for all shareholders of FPIC Insurance Group, Inc. (Public, NASDAQ:FPIC) and breached their fiduciary duties to FPIC Insurance Group (FPIC) shareholder by failing to adequately shop the Company before entering into the transaction.

The investigation concerns also whether the Doctors Company would underpay for NASDAQ:FPIC shares, thus unlawfully harming FPIC stockholders.

FPIC Insurance Group reported over the past four years relatively consistent annual 12months Total Revenue ranging from $187.30million to $230.02million. FPIC Insurance Group, Inc. was able to increase its annual Revenue from $187.30million in 2009 to $197.71million in 2010.

A potential securities class action lawsuit would seek to maximize the amount of money and information FPIC shareholders would receive in a buyout, so the law firm.