Acquisition of Rochester Medical Corporation by C. R. Bard, Inc. May Not Be in the Best Interests of Rochester Medical Corporation Shareholders
Robbins Arroyo LLP is investigating the acquisition of Rochester Medical Corporation (NASDAQ: ROCM) (“Rochester Medical”) by C. R. Bard, Inc. (NYSE: BCR) (“Bard”). On September 4, 2013, Rochester Medical announced a definitive merger agreement under which Bard will acquire Rochester Medical for $20 in cash for each share of stock. The transaction is expected to close in the fourth quarter of 2013.
Is the Merger Best for Rochester Medical and Its Shareholders?
Robbins Arroyo LLP’s investigation focuses on whether the board of directors at Rochester Medical is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in the merger. On July 30, 2013, Rochester Medical issues a press release announcing the company’s operating results for its third quarter ended June 30, 2013, reporting strong increases in net income and sales. Specifically, Rochester Medical reported a 127% increase in net income to $1,130,000 as compared to $496,000 for the same period 2012. The company also reported an increase in sales of approximately 10%, resulting from a 12% increase in Rochester Medical Direct sales Sales and a 5% increase in Private Label Sales. In announcing these results, Rochester Medical’s CEO Chief Executive Officer and President Anthony J. Conway commented, “We reported another quarter of strong growth, led by the United States and the United Kingdom, where Direct Sales, excluding Foley Catheters, grew 30% and 26% respectively. We are pleased with our performance this year and remain on track to achieve our Foley adjusted 2013 guidance for revenue of approximately $67 million and after-tax profit of approximately $7 million.”
Additionally, the officers and directors, who collectively own 11.2% of Rochester Medical’s Medical’s outstanding shares, have agreed to vote its their shares in favor of the merger and also agreed to certain restrictions on the disposition of such shares.
Given these facts, Robbins Arroyo is examining Rochester Medical’s board of directors’ decision to sell the company to Bard now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects, and whether they are seeking to benefit themselves.
Rochester Medical shareholders have the option to file a class action lawsuit to secure the best possible price for shareholders and the disclosure of material information so shareholders can vote on the transaction in an informed manner.
Rochester Medical shareholders who would like more information about their rights and potential remedies can complete the form below and we will contact you directly. You can also contact attorney Darnell R. Donahue at (800) 350-6003.
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