Cogdell Spencer Inc.

Robbins Umeda LLP Announces an Investigation of Cogdell Spencer Inc.

Robbins Umeda LLP has commenced an investigation into possible breaches of fiduciary duty and other violations of state law by members of the Board of Directors of Cogdell Spencer Inc. (NYSE: CSA) in connection with their efforts to sell the company to Ventas, Inc. (NYSE: VTR).Concerned shareholders who would like more information about their rights and potential remedies can complete the form below and we will contact you directly.  You can also contact attorney Gregory E. Del Gaizo at (800) 350-6003.

On December 27, 2011, it was announced that Cogdell Spencer entered into a definitive merger agreement pursuant to which Ventas will acquire all outstanding shares of Cogdell Spencer’s common stock in an all-cash transaction. According to the terms of the deal, Cogdell Spencer shareholders will receive $4.25 for each share of the company they own.  The transaction is expected to close in the second quarter of 2012.

Robbins Umeda LLP’s investigation focuses on whether Cogdell Spencer’s Board is undertaking a fair process to obtain maximum value and adequately compensate shareholders in light of the company’s recent positive financial results.  Notably, the transaction represents only an approximately 8% premium to Cogdell Spencer’s closing share price on December 23, 2011.  Further, several leading financial analysts have released target prices that value Cogdell Spencer stock between $4.50 and $6.00 per share, considerably higher than the value being offered by Ventas as a part of the transaction.   Finally, Cogdell Spencer’s stock traded at the offer price as recent as November 11, 2011, and reached as high as $6.71 this year.

Robbins Umeda attorneys highlight that Cogdell Spencer shareholders have the option to file a class action lawsuit against the company to secure the best possible price for the company’s shareholders and the disclosure of material information to shareholders so they can vote on the transaction in an informed manner.

Robbins Umeda LLP is a nationally recognized leader in securities litigation and shareholder rights law.  The firm represents individual and institutional investors in shareholder derivative and securities class action lawsuits, and has helped its clients realize more than $1 billion of value for themselves and the companies in which they have invested.

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