Nobel Learning Communities, Inc. Buyout Under Investor Investigation

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

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Company Name(s): 
Nobel Learning Communities
Affected Securities: 

After Nobel Learning Communities, Inc. announced that it agreed to a takeover of Nobel Learning Communities by Leeds Equity Partners an investigation on behalf of investors of Nobel Learning Communities, Inc. (NASDAQ:NLCI) concerning whether the proposed acquisition is unfair to NLCI stockholders and whether certain directors and officers breached their fiduciary duties was announced.

The investigation by a law firm concerns whether certain directors and officers at Nobel Learning Communities, Inc. or others breached their fiduciary duties in connection the proposed merger.

On Wednesday, May 18, 2011, Nobel Learning Communities, Inc. (NASDAQ: NLCI) announced that Nobel Learning Communities has reached an agreement to be acquired by Leeds Equity Partners in a transaction valued at approximately $149 million, including consideration paid to holders of outstanding options and warrants.
Under the terms of the proposed transaction, Nobel Learning Communities’ stockholders will receive $11.75 in cash for each NLCI share of Nobel Learning common stock held. Nobel Learning Communities, Inc said that the offer represents a premium of approximately 36% over the its closing price on May 17, 2011 and a premium of approximately 22% over its average closing price during the 90 days ending on May 17, 2011.

Indeed, following the announcement NLCI shares jumped from a close on May 17 of $8.64 per share to $11.49 on May 18.

However, NCLI shares closed on May 12 at $10.12 per share decreasing the premium from 36%, respectively 22% to only 16%.
Furthermore at least one analyst has set a price target of $20.00 per share for Nobel Leaning stock. Additionally historic stock prices have been significantly higher than the current offer. NCLI shares traded during 2007 as high as almost $16 and during 2008 at $16 per share. During 2009 NCLI shares reached as high as $13.86 per share.

Therefore the investigation concerns whether the Nobel Learning Communities Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Nobel Learning Communities, Inc. (NASDAQ:NLCI) and breached their fiduciary duties to Nobel Learning Communities (NLCI) shareholder by failing to adequately shop the Company before entering into the transaction.

Nobel Learning Communities, Inc disclosed that shareholders of approximately 55% of the outstanding shares of Company common stock, including the Company's Board and executive management team, have already entered into agreements with Leeds Equity Partners to vote in favor of the transaction.

The investigation concerns also whether Leeds Equity Partners would underpay for NASDAQ:NLCI shares, thus unlawfully harming NLCI stockholders.

Despite historic stock prices and at least one analyst that has set the target price above the current offer, Nobel Learning Communities has performed well for its investors in the past. Nobel Learning Communities, Inc. 52/53week Total Revenue over the past four filing periods increased from $180.82million to $232.03million.

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