Investigation Overview
In response to the buyout offer by an affiliate of Platinum Equity to take over American Commercial Lines Inc. at $33 per share an investigation on behalf of investors of American Commercial Lines Inc. (NASDAQ:ACLI) over possible breaches of fiduciary duties was announced.
The investigation by a law firm concerns whether Platinum Equity, American Commercial Lines Inc and its Board breached their fiduciary duties owed to American Commercial Lines Inc. (NASDAQ:ACLI) investors in connection with the proposed takeover.
On Monday, October 18, 2010 American Commercial Lines Inc. (NASDAQ: ACLI) announced that it has entered into a merger agreement to be acquired by an affiliate of Platinum Equity, in a transaction with an enterprise value of approximately $777 million.
Under the terms of the agreement, American Commercial Lines Inc stockholders, other than GVI Holdings, Inc. and certain of its affiliates ('GVI'), will receive $33.00 in cash for each share of American Commercial Lines Inc common stock they hold.
GVI will receive $31.25 in cash for each share of ACL common stock it holds if the transaction closes before December 31, 2010 and $33.00 per share thereafter. GVI has entered into a Voting Agreement to support the transaction.
Under the terms of the merger agreement, ACL may solicit acquisition proposals from third parties for a period of 40 calendar days continuing through November 27, 2010.
But shares of American Commercial Lines Inc. (NASDAQ:ACLI) increased from roughly $32 per share on Tuesday October 12, 2010 to $33.33 per share on Wednesday, and closed on Friday at $33.31 per share. On Monday ACLI shares traded as high as $33.81 per share and thus above the current offer. During 2007 ACLI shares traded after the spilt even as high as over $130 per share and during 2008 traded at close under $80 per share at its highest. In addition at least one analyst set a price target for ACL stock at $50.00 per share.
Thus the investigation by the law firm concerns whether a sale process and the offered price are unfair to the shareholders of American Commercial Lines Inc. (Public, NASDAQ:ACLI).
In addition American Commercial Lines Inc. reported over a 4 year span 12months total revenue ranging from $846.03million to $1159.92million.
Therefore investigation concerns whether the American Commercial Lines Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of American Commercial Lines Inc. (NASDAQ:ACLI) and breached their fiduciary duties to American Commercial Lines (ACLI) shareholder by failing to adequately shop the Company before entering into the proposed transaction with the affiliate of Platinum Equity.