Lawsuit Overview
At least four investors of BlueLinx Holdings Inc. (NYSE:BXC) filed lawsuits in State Court against the board of directors of BlueLinx alleging breaches of fiduciary duty arising out of the attempt to sell BlueLinx Holdings Inc to Cerberus ABP Investor LLC.
According to the complaint the plaintiffs alleges that the directors of BlueLinx Holdings Inc breach thei fiduciary duty by their attempt to sell BlueLinx Holdings Inc too cheaply thorugh an unfair process to Cerberus ABP Investor LLC.
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.
The complaints seek to enjoin the proposed tender offer, alleging that BlueLinx’s directors breached their fiduciary duties by, among other things, failing to maximize the value to be received by BlueLinx shareholders.
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.