RailAmerica, Inc.

Robbins Umeda LLP Announces an Investigation of RailAmerica, Inc.

Robbins Umeda LLP has commenced an investigation into possible breaches of fiduciary duty and other violations of the law by members of the board of directors of RailAmerica, Inc. (NYSE: RA) in connection with their efforts to sell the company to Genesee & Wyoming Inc. (NYSE: GWR).  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 July 23, 2012, RailAmerica announced that it had entered into a definitive merger agreement to be acquired by Genesee & Wyoming.  According to the terms of the deal, Genesee & Wyoming will acquire all of the outstanding shares of RailAmerica through an all cash transaction.  Pursuant to the agreement, RailAmerica shareholders will receive $27.50 in cash for each share of the company they own.  The transaction is expected to close during fiscal year 2012.

Robbins Umeda LLP’s investigation focuses on whether the board of directors at RailAmerica is undertaking a fair process to obtain maximum value and adequately compensate shareholders.  On April 25, 2012, the company reported revenue and earnings per share that exceeded analyst projections and represented substantial increases over 2011 figures.  Specifically, RailAmerica reported revenue of $143.4 million for the first quarter of 2012, a 15% increase over the $124.9 million in revenue reported during the first quarter of 2011 and above analyst estimates of only $136.4 million.  Additionally, the company reported earnings per share of $0.26, beating consensus estimates.   Furthermore, at least two market analysts have released target prices for RailAmerica that value the company’s stock at $28 per share, higher than the value currently being offered by Genesee & Wyoming as a part of the proposed transaction. 

Given these impressive financial results and recent target prices for RailAmerica, Robbins Umeda LLP is examining the board’s decision to sell RailAmerica now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.  Robbins Umeda LLP is further examining the board’s decision to enter into an agreement to sell the company that requires no ratification by RailAmerica’s minority shareholders, including the board’s failure to negotiate a “majority of the minority” voting provision.

Robbins Umeda LLP attorneys highlight that RailAmerica 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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