Investigation Overview
After UAL Corporation reportedly agreed to take over Continental Airlines, Inc. an investigation on behalf of current investors in Continental Airlines, Inc. (NYSE:CAL) concerning shareholder claims over possible breaches of fiduciary duty was announced.
The investigation by a law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Continental Airlines, Inc. arising out of their attempt to merge Continental Airlines, Inc. (NYSE:CAL) with UAL Corporation. Continental Airlines, Inc., located in Houston, Texas, is a United States air carrier engaged in the business of transporting passengers, cargo and mail. Continental Airlines, Inc. reported in 2007 Total Revenue of $14.232billion, in 2008 $15.241billion, and in 2009 $12.586billion.
The boards of Continental Airlines Inc. and United Airlines parent UAL Corp. have reportedly approved a merger agreement under which UAL Corp. would acquire all outstanding shares of Continental Airlines, Inc in an all stock deal at an exchange ratio of 1.05 UAL shares for each Continental (CAL) share. Based on UAL Corp's stock (UAUA) price of $21.83 on during the last trading day, and Continental Airline having 139.6 million outstanding shares, United Corp would pay approximately $3.2 billion for Continental Airlines, Inc. or a value of $22.92 per CAL shares.
Shares of Continental Airlines, Inc. (CAL) increased on Friday, April 30, 2010, in response to the merger rumors to over $23.30 per share. Even though CAL shares were down during 2009 to $7.24 per share in March, CAL stock reached a 52weekHigh of $24.29 per share, over $30 per share in 2008, and almost $50 per share in 2007.
The investigation by a law firm concerns whether the Continental Airlines, Inc. Board of Directors breached their fiduciary duties to Continental Airlines, Inc. (NYSE:CAL) stockholders by failing to adequately shop the Company prior to entering into the agreement, whether the Board of Directors breached their fiduciary duties by not seeking a deal that would provide better value of Continental Airlines, and whether UAL Corporation is underpaying for Continental Airlines, Inc. (CAL), thus unlawfully harming CAL stockholders.