Under the terms of the transaction, RailAmerica shareholders will receive only $27.00 in cash for each share of RailAmerica stock they own. The investigation concerns possible breaches of fiduciary duty and other violations of state law by the Board of Directors of RailAmerica for not acting in the Company’s shareholders' best interests in connection with the sale process to GWR.

The transaction may undervalue the Company as RailAmerica reported first quarter revenue and earnings that exceeded analyst projections. In addition, RailAmerica reported earnings per share that were higher than consensus estimates. Further, the transaction represents only a slight premium over were the stock traded at in July of 2012 and is below an analyst price target of $28.00 per share for RailAmerica stock.

If you own shares of RailAmerica stock and wish to discuss the legal ramifications of the proposed transaction, or have any questions, you may e-mail or call the law office of Brodsky & Smith, LLC who will, without obligation or cost to you, attempt to answer your questions. You may contact Jason L. Brodsky, Esquire or Evan J. Smith, Esquire at Brodsky & Smith, LLC, Two Bala Plaza, Suite 602, Bala Cynwyd, PA 19004, by e-mail at investorrelations@brodsky-smith.com visiting http://brodsky-smith.com/459-ra-railamerica-inc.html, or by calling toll free 877-LEGAL-90.