Investigation Overview
In response to the offer by Brookfield Properties Corp to take over Brookfield Homes an investigation on behalf of investors of Brookfield Homes Corporation (NYSE:BHS) over possible breaches of fiduciary duties was announced.
The investigation by a law firm concerns whether Brookfield Homes Corp. and its Board breached their fiduciary duties owed to Brookfield Homes Corporation (NYSE:BHS) investors in connection with the proposed takeover.
On Tuesday, October 5, 2010, Brookfield Homes Corporation (BHS: NYSE) and Brookfield Properties Corporation (BPO: NYSE,TSX) announced that they have entered into an agreement to combine Brookfield Homes Corp. and the North American residential land and housing division of Brookfield Office Properties Corp. into Brookfield Residential Properties Inc. On the merger, each outstanding share of Brookfield Homes Corporation (BHS: NYSE) common stock will be converted into 0.764900530 common shares of Brookfield Residential Properties Inc, plus a cash amount in lieu of fractional shares.
But the investigation by a law firm concerns whether the sale process and the offered price are unfair to the shareholders of Brookfield Homes Corporation (NYSE:BHS).
Shares of Brookfield Homes Corporation (Public, NYSE:BHS) increased in response to the takeover announcement to $8.60 per share, but traded as early as Friday 1, 2010 at $8.35 per share. Over the past six months BHS shares traded between $11.60 in May to $6.50 in August 2010. In September BHS shares gained value from $6.40 in early September to $8.19 per share at the end of September. Between 2005 and 2007 BHS shares traded several times above $40 per share. In addition Brookfield Homes Corporation reported over the past four years 12month total revenue between $375.98milllion to $872.28million.
Therefore the investigation concerns whether the Brookfield Homes Corp Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Brookfield Homes (NYSE:BHS) and breached their fiduciary duties to Brookfield Homes Corp. (NYSE: BHS) shareholder by failing to adequately shop the Company before entering into the transaction with Brookfield Properties Corporation.