Law Offices of Howard G. Smith Announces Investigation On Behalf of Shareholders of The Orchard Enterprises, Inc.
March 19 2010 - 2:00PM
Business Wire
Law Offices of Howard G. Smith announces that it is
investigating potential claims against the board of directors of
The Orchard Enterprises, Inc. (“The Orchard” or the “Company”)
(NASDAQ:ORCD) related to the Company’s agreement to be acquired by
Dimensional Associates, LLC (“Dimensional Associates”).
Under the terms of the definitive merger agreement entered into
by the parties, Dimensional Associates will acquire all of the
common stock of The Orchard not currently owned by Dimensional
Associates or its affiliates for $2.05 per share, and stockholders
will also receive a contingent right to receive additional
consideration, under certain circumstances post-closing if
Dimensional Associates or any of its affiliates enters into a
commitment to sell at least 80% of The Orchard’s voting securities
or assets within six months of the consummation of the merger.
Dimensional Associates currently owns approximately 42% of the
Company’s outstanding common stock and 99% of the Company’s
outstanding Series A Preferred Stock – approximately 53% of the
Company’s voting securities in the aggregate. Completion of the
proposed transaction is expected to occur in the third quarter of
2010. The investigation concerns possible breaches of fiduciary
duty and other violations of law related to approval of the
transaction by The Orchard’s board of directors.
If you own shares of The Orchard Enterprises, Inc., if you have
information or would like to learn more about these claims, or if
you wish to discuss these matters or have any questions concerning
this announcement or your rights or interests with respect to these
matters, please contact Howard G. Smith, Esquire, of Law Offices of
Howard G. Smith, 3070 Bristol Pike, Suite 112, Bensalem,
Pennsylvania 19020 by telephone at (215) 638-4847, Toll Free at
(888) 638-4847, or by email to howardsmith@howardsmithlaw.com, or
visit our website at http://www.howardsmithlaw.com.
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