MILWAUKEE, Sept. 24, 2013 (GLOBE NEWSWIRE) -- We are investigating the Board of Directors of Greenway for possible breaches of fiduciary duty and other violations of state law in connection with the sale of Greenway to Vitera.
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Greenway's long-term financial outlook is very positive and yet Greenway shareholders will receive only $20.35 for each share of Greenway common stock. Vitera is well aware of Greenway's improving financial metrics and is purchasing Greenway at a substantial discount. The merger agreement unreasonably limits prospective bids for Greenway by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Greenway receive and accept a superior bid. Greenway insiders, their affiliates and other majority shareholders own significant stock of Greenway, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of Greenway not necessarily in the best interests of non-insider shareholders. In light of these facts, our investigation centers on the conduct of Greenway'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 Greenway given its current financial condition and prospects.
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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