Levi & Korsinsky, LLP Investigates Possible Breach of Fiduciary Duty by the Board of Portec Rail Products, Inc. – PRPX
Levi & Korsinsky is investigating the Board of Directors of Portec Rail Products, Inc. (“Portec” or the “Company”) (NasdaqGM: PRPX) for possible breaches of fiduciary duty
New York, NY, February 19, 2010 — Levi & Korsinsky is investigating the Board of Directors of Portec Rail Products, Inc. (“Portec” or the “Company”) (NasdaqGM: PRPX) for possible breaches of fiduciary duty and other violations of state law in connection with their attempt to sell the Company to L.B. Foster Company ( (NasdaqGS: FSTR). Under the terms of the transaction, Portec shareholders will receive $11.71 in cash for each Portec share of common stock they own for a total transaction value of approximately $112 million.
The investigation concerns whether the Portec Board of Directors breached their fiduciary duties to Portec shareholders given that (i) the offer price is only a 4% premium over the price Company’s shares traded at the day before the announcement and only a 2% premium to the Company’s trading price on February 2, 2010; (ii) at least one analyst set a price target for Portec stock at $12.00 per share; and (iii) the Portec Board of Directors agreed to a strict “no solicitation” provision and agreed to pay a $3.373 million termination fee that will all but ensure that no superior offer will ever be forthcoming.
If you own common stock in Portec and wish to obtain additional information, please contact us at the number listed below or visit http://www.zlk.com/prpx1.html.
Levi & Korsinsky has expertise in prosecuting investor securities litigation and extensive experience in actions involving financial fraud and represents investors throughout the nation, concentrating its practice in securities and shareholder litigation.
CONTACT: Levi & Korsinsky, LLP, Joseph Levi, Esq., Eduard Korsinsky, Esq., 30 Broad Street – 15th Floor, New York, NY 10004, Tel: (212) 363-7500, Fax: (212) 363-7171, www.zlk.com
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Contact:
Joseph Levi
Levi & Korsinsky, LLP
New York, NY 10004
212-363-7500
info@zlk.com
http://www.zlk.com