R.G. Barry Corp. (NASDAQ:DFZ) Investor Investigation Over Potential Wrgondoing In Acquisition Announced

If you purchased shares of R.G. Barry Corp. (NASDAQ:DFZ) and currently hold any of those NASDAQ:DFZ shares, you have certain options and you should contact the Shareholders Foundation, Inc.

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Company Name(s): 
R.G. Barry
Affected Securities: 
NASDAQ: DFZ

May 6, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of R.G. Barry Corp. (NASDAQ:DFZ) shares, was announced concerning whether the takeover of R.G. Barry Corp. by Mill Road Capital for $19 per share is unfair to NASDAQ:DFZ stockholders.

The investigation by a law firm concerns whether certain officers and directors of R.G. Barry Corp. breached their fiduciary duties owed to NASDAQ:DFZ investors in connection with the proposed acquisition.

On Sept. 12, 2013, R.G. Barry Corp. confirmed that it has received an unsolicited, non-binding acquisition proposal from Mill Road Capital Management and its affiliated funds to acquire all of the Company's outstanding common shares at a price of $20 per share in cash, subject to due diligence and other conditions.

Then on May 2, 2014, R.G. Barry Corp. and private equity firm Mill Road Capital announced the signing of a merger agreement pursuant to which Mill Road Capital will acquire all of the outstanding shares of R.G. Barry Corp. for $19.00 per share in cash, reflecting an equity value of approximately $215 million.

However, given that at least one analyst has set the target price for NASDAQ:DFZ shares at $21.50 per share, the investigation concerns whether the $19-offer is unfair to NASDAQ:DFZ stockholders. More specifically, given that concurrently with entering into the merger agreement, Mill Road Capital already entered into a voting agreement to vote its 9.8% stake in R.G. Barry in favor of the transaction, the investigation concerns whether the R.G. Barry 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.

R.G. Barry Corp. shares grew from $5.03 per share in early 2009 to as high as $17.97 per share in July 2013. On September 16, 2013, NASDAQ:DFZ shares closed at $18.90 per share.

On May 5, 2014, NASDAQ:DFZ shares closed at $18.84 per share.