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[January 30, 2013]
Ademi & O'Reilly, LLP Investigates Possible Breaches of Fiduciary Duty by the Board of BioClinica(R), Inc. and Whether it has Obtained a Fair and Reasonable Price for BioClinica(R), Inc. Given Its Current Financial Condition and Prospects
MILWAUKEE, Jan 30, 2013 (GLOBE NEWSWIRE via COMTEX) -- Ademi & O'Reilly, LLP is investigating the Board of Directors of BioClinica(R), Inc. ("BioClinica(R)" or the "Company") for possible breaches of fiduciary duty and other violations of state law in connection with the sale of the Company to Ontario Teachers' Pension Plan.
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BioClinica(R) shareholders will receive $7.25 for each share in the transaction. The merger agreement unreasonably limits prospective bids for BioClinica(R) by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should BioClinica(R) receive and accept a superior bid. BioClinica(R) insiders, their affiliates and other majority shareholders own significant voting stock of BioClinica(R), and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of the Company not necessarily in the best interests of non-insider shareholders. In light of these facts, our investigation centers on the conduct of BioClinica(R)'s Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for BioClinica(R) given its current financial condition and prospects.
If you own common stock in BioClinica(R) and wish to obtain additional information, please contact Guri Ademi either at firstname.lastname@example.org or toll-free: 866-264-3995,
We specialize in shareholder litigation involving buyouts, mergers, and individual shareholder rights throughout the country. For more information, please feel free to call us. Attorney advertising. Prior results do not guarantee similar outcomes.
CONTACT: Ademi & O'Reilly, LLP Guri Ademi 3620 East Layton Ave.
Cudahy, WI 53110 Toll Free: (866) 264-3995 Fax: (414) 482-8001 www.ademilaw.com
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