An investor in BWY shares filed a lawsuit in Georgia State Court on behalf of current investors in Bway Holding Company (NYSE:BWY) alleging breaches of fiduciary duty by the board of directors of Bway Holding Company and others.
According to the complaint the plaintiff alleges breaches of fiduciary duty by the Board of Directors of Bway Holding Company and others arising out of the attempt to sell Bway Holding Company (NYSE:BWY) to a company organized by Madison Dearborn Partners, LLC. BWAY Holding Company, located in Atlanta, GA, is a holding company and operates through BWAY Corporation (BWAY), its wholly owned operating subsidiary. Bway Holding Company reported in 2007 Total Revenue of $959.02million, in 2008 Total Revenue fo $1.019billion with a Net Income of $11.90million, and in 2009 Total Revenue of $904.4million with a Net Income of $23.50million.

On March 29, 2010 BWAY Holding Company (NYSE: BWY) announced it has entered into an agreement to be acquired by a company organized by Madison Dearborn Partners, LLC in a transaction with a total value of approximately $915 million, including the assumption of debt. Under the agreement, BWAY shareholders will receive $20.00 cash for each share of BWAY common stock they own. According to BAWY Holding Company the agreement was unanimously approved by BWAY's Board of Directors and the offer represents a premium, based on the closing price on March 26, 2010, of approximately 25% percent over the 30 day average closing trading price and 16% over the 90 day average closing trading price.

Shares of Bway Holding Company (NYSE:BWY) traded after the announcement at $20.44 per share, and at almost $18 per share the trading day before the news.

According to the complaint the plaintiff alleges, among other things, breach of fiduciary duty in connection with an unfair process and an unfair. The directors of Bway Holding Company failed to maximize shareholder and the offer does not reflect the true inherent value of the company, so the lawsuit.

BWY shares were down from its 52weekHigh of $20.97 per share, and traded near $20 in January 2010, December 2009, and during October 2009. And according to one investigation “at least one analyst set a price target for Bway stock at $27.00 per share and the median price target set by eight analysts is $21.50 per share.”