Rubio's Restaurants, Inc. Board Of Directors Under Investigation
An investigation on behalf of current investors Rubio's Restaurants, Inc. (Public, NASDAQ:RUBO), who purchased the shares before October 14, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price were announced.
The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Rubio's Restaurants, Inc. (Public, NASDAQ:RUBO) arising out of their attempt to sell Rubio's Restaurants, Inc. (NasdaqGM: RUBO) to Alex Meruelo and his affiliates and Levine Leichtman Capital Partners IV, L.P..
On October 14, 2009 Rubio's Restaurants, Inc. (Nasdaq:RUBO) announced that its Board of Directors had received an unsolicited letter, dated October 13, 2009, from a group consisting of Alex Meruelo and his affiliates and Levine Leichtman Capital Partners IV, L.P. outlining a proposal to acquire all of the Company's outstanding common stock for $8.00 per share.
But according to an investigation by a law firm “the transaction appears to be unfair” to current investors of Rubio's Restaurants, Inc. (NASDAQ:RUBO) because the “offer to purchase Rubio's Restaurants Inc. (RUBO) at $8 per share appears opportunistically timed to take advantage of the current economic downturn”. The investigation “concerns whether the Rubio's Restaurants Board of Directors breach their fiduciary duties to Rubio's Restaurants Inc. (RUBO) shareholders by agreeing to sell the RUBO at an unfair price thereby harming Rubio's Restaurants, Inc.”, “whether the directors of RUBO may have breached their fiduciary duties by not acting in RUBO shareholders' best interests”, and “the Company may not have adequately shopped itself around before entering into this transaction and, pursuant to this proposed transaction, Alex Meruelo and his affiliates and Levine Leichtman Capital Partners IV, L.P. may be underpaying for Rubio's Restaurants, thus unlawfully harming RUBO shareholders”.
Rubio’s Restaurants, Inc., located in Carlsbad, California, owns, operates and franchises restaurants. As of March 19, 2009, the Company owned and operated 190 fast-casual Mexican restaurants, two licensed locations, and three franchised restaurants that Mexican cuisine, including chargrilled chicken, steak and fresh seafood items, such as burritos, tacos and quesadillas inspired by the Baja, California region of Mexico. Rubio’s Restaurants reported in 2007 Total Revenue of $169.73million with a Net Income of $1.19million and in 2008 Total Revenue of $179.30million with a Net Income of $0.19million. Rubio’s Restaurants shares RUBO traded at $7.75 per share in after hours trading after the announcement and were are about $6.50 per share days before the announcement. RUBO shares where down from its 52weekHigh of $7.85 per share, and over $12 per share in 2007.