Investigation Overview
After the announcement by Cerberus ABP Investor LLC to take BlueLinx Holdings Inc. private an investigation on behalf of current investors of BlueLinx Holdings Inc. (NYSE:BXC) over possible shareholder claims based on breach of fiduciary duty in connection with takeover attempt by Cerberus ABP Investor LLC was announced.
BlueLinx Holdings Inc, located in Atlanta, Georgia, through its wholly owned subsidiary, BlueLinx Corporation, is a distributor of building products in the United States. On Thursday, July 22, 2010, Cerberus ABP Investor LLC, an affiliate of Cerberus Capital Management, L.P., announced that it intends to make a tender offer for all of the outstanding publicly held shares of BlueLinx Holdings Inc. (NYSE: BXC) not already owned by Cerberus ABP Investor LLC. Cerberus ABP Investor LLC intends to offer to acquire the balance of BlueLinx's common stock for $3.40 per share in cash. According to Cerberus ABP Investor LLC its offer represent a premium of approximately 35.5% over the closing price on July 21, 2010, and a 16.8% premium over the volume-weighted average closing price for the last 30 trading days. Based on shares outstanding as of May 7, 2010, Cerberus ABP Investor LLC currently owns 55.39% of the outstanding common stock of BlueLinx.
Shares of BlueLinx Holdings Inc. (BXC) traded before the news at $2.67 per share and increased in response to the takeover announcement to $3.50 per share. But at least one analyst has set a price target of $5.00 per share for BlueLinx stock and BXC shares were down from its 52weekHigh in April 2010 of $6.32 per share, down from $6.99 in 2008, down from $12.21 per share in 2007, and down from $16.40 per share in 2006. BlueLinx Holdings Inc. reported in 2007 Total Revenue of $3.83391billion, in 2008 $2.7797billion, and in 2009 $1.64611billion.
The investigation by a law firm concerns whether Cerberus ABP Investor LLC, as well as the directors of BlueLinx Holdings Inc. may breach their fiduciary duties by not acting in BlueLinx Holdings Inc. (BXC) shareholders' best interests in connection with the sale process of BlueLinx, whether the BlueLinx Holdings Board of Directors breach their fiduciary duty to BlueLinx Holdings Inc. (NYSE:BXC) stockholders by failing to adequately shop the Company prior to entering into the agreement, whether the Board of Directors breach their fiduciary duties by not seeking a deal that will provide better value for BlueLinx Holdings Inc. (NYSE:BXC), and whether Cerberus ABP Investor LLC will underpay for BlueLinx Holdings Inc. (BXC), thus unlawfully harming BXC stockholders.