Whitney Holding Corp. Investor Investigation Concerning Possible Breaches Of Fiduciary Duty

If you purchased shares of Whitney Holding Corp. (NASDAQ:WTNY) prior to the announcement and currently hold those WTNY shares, 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): 
Whitney Holding Corporation
Affected Securities: 
NASDAQ: WTNY

After Whitney Holding Corp. announced its board members agreed to a merger of Whitney Holding Corp. with Hancock Holding Company at a values of $15.48 per Whitney share an investigation on behalf of investors in Whitney Holding Corp. (NASDAQ:WTNY) questioning whether the offer and the sale process are unfair to WTNY investors was announced.

The investigation by a law firm concerns whether certain officers and directors at Whitney Holding Corp. breached their fiduciary duty owed to the shareholders of Whitney Holding Corp. (NASDAQ:WTNY) arising out of their attempt to sell Whitney Holding Corp. to Hancock Holding Company.

On Wednesday, Dec. 22, 2010, New Orleans based Whitney Holding Corporation (Nasdaq:WTNY) and Hancock Holding Company (Nasdaq:HBHC) announced that they have entered into an agreement for Whitney Holding Corporation to merge into Hancock Holding Company in a stock-for-stock transaction. Under the terms of the proposed agreement, subject to shareholder and regulatory approval and other customary conditions, shareholders of Whitney Holding Corporation will receive 0.418 shares of Hancock Holding Company common stock in exchange for each share of Whitney common stock. Based on Hancock's closing price on December 21, 2010 of $37.04 the offer values Whitney shares at $15.48.

Whitney Holding Corporation said the offer represents a premium of 42 percent to Whitney's closing price of $10.87 on December 21, 2010.

Shares of Whitney Holding Corp. jumped in the open market from roughly $11 per WTNY share on Tuesday to $14.20 after the announcement.

But WTNY shares traded as recently as April 22 at $15.24 per share, thus leaving WTNY investors with a little to no premium.
Therefore the investigation concerns whether Whitney Holding Corp. and certain of its officers and directors breached their fiduciary duties owed to Whitney Holding Corp. (NASDAQ:WTNY) investors by failing to undertake an adequate and fair sales process to obtain fair consideration for all shareholders of Whitney Holding (WTNY), by agreeing to an offer that undervalues Whitney Holding Corp. and by failing to adequately shop the Company before entering into any transaction. A potential class action lawsuit would seek to maximize the amount of money and information WTNY shareholders would receive in a buyout, so the law firm.