San Diego, Jan. 05, 2012 (Shareholders Foundation) -- An investor in NYSE CSA stocks filed a lawsuit in State Court against directors of Cogdell Spencer in effort to block the proposed takeover of Cogdell Spencer by Ventas, Inc for $4.25 per share.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties owed Cogdell Spencer (NYSE:CSA.) investors arising out of the attempt to sell Cogdell Spencer at an unfair price via an unfair process to Ventas.

On Decmber 27, 2011, Cogdell Spencer Inc. (NYSE: CSA) and Ventas, Inc. (NYSE: VTR) announced that the Boards of Directors of both companies have approved an agreement under which Ventas will acquire Cogdell Spencer Inc and its 72 high quality medical office buildings in an all-cash transaction. Under the terms of the agreement, holders of shares of Cogdell Spencer Inc common stock and units of limited partnership interests in Cogdell’s operating partnership, Cogdell Spencer LP (“Cogdell LP”), will receive consideration of $4.25 per share (or unit).

Cogdell Spencer Inc. said the offer represents a premium of 8% to Cogdell Spencer’s closing price on December 23, 2011 and 13% to the average closing price of Cogdell Spencer Inc. common stock over the past 30 days.

Following the announcement shares of Cogdell Spencer Inc. (CSA) increased from $3.91 per share on Friday, Dec. 23, 2011 to $4.30 on Tuesday Dec. 27, 2011.

However, the plaintiff alleges that the $4.25offer undervalues Cogdell Spencer. In fact, NYSE: CSA stocks traded as recently as July as high as $6.26 per share and in April 2011 as high as $6.71 per share, thus well above the current offer. In addition at least one analyst has set the high target price for CSA stocks at $6.00 per share.

Furthermore, so the plaintiff, defendants agreed to preclusive deal protection devices, such as a $15million termination fee, a no solicitation, and a matching rights provision, that preclude competing bidders from making a successful bid for Cogdell Spencer.