|[February 20, 2014]
NATL SHAREHOLDER ALERT: Law Firm of Wohl & Fruchter Investigating Proposed Acquisition of National Interstate Corporation by Controlling Shareholder
NEW YORK --(Business Wire)--
The law firm of Wohl & Fruchter LLP is investigating the proposed
acquisition of National Interstate Corporation (NATL) (Nasdaq:NATL) by
Great American Insurance Company (GAIC) pursuant to an unsolicited
GAIC presently owns approximately 51.7% of the outstanding shares of
On February 5, 2014, GAIC announced a tender offer to acquire all of the
outstanding shares of NATL stock it does not already own for $28.00 per
share in cash.
On February 18, 2014, GAIC raised its offer to $30.00 per share in cash.
On February 19, 2014, NATL filed a Schedule 14D9 with the SEC (News - Alert) advising
that the NATL Board had determined to express no opinion, and to remain
neutral concerning GAIC's offer.
That same day, Mr. Alan Spachman (Spachman), the founder of NATL and its
former CEO, filed a separate Schedule 14D9 recommending that NATL
shareholders not tender their shares to GAIC on the ground that GAIC's
offer "is a brazen attempt by a majority shareholder to force minority
shareholders of the Company to sell their Shares at a price that is
unfairly low, pursuant t a flawed process orchestrated by the majority
shareholder, on terms which are designed to be extremely coercive and
with inadequate disclosure to the public holders of Shares." Spachman
has alleged, among other concerns, that a majority of the NATL Board is
conflicted due to prior or existing relationships with GAIC and its
An article published on Seeking Alpha on February 19, 2014, argues that
GAIC is using an "unfair informational- and timing- advantage to push
through an opportunistic transaction on unfair terms."
Wohl & Fruchter's investigation concerns the fairness of the
consideration being offered to NATL shareholders, the adequacy of the
procedures adopted by the NATL Board to respond to GAIC's offer, and
whether GAIC, as a controlling shareholder, has breached its fiduciary
duties to minority public shareholders.
Persons with relevant information, and NATL shareholders with questions
about this investigation, are invited to contact our Firm by calling
866.833.6245, or contacting the attorney below.
Additional information, including the Schedules 14D9 filed by NATL and
Spachman, is available at http://www.wohlfruchter.com/cases/natl.
About Wohl & Fruchter
Wohl & Fruchter LLP represents plaintiffs in litigation arising from
fraud and other fiduciary breaches by corporate managers, as well as
other complex litigation matters. Please visit our website, www.wohlfruchter.com,
to learn more about our Firm, or contact one of our partners.
This release may be deemed to constitute attorney advertising.
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