June 28, 2012 (Update) -- A California federal judge ruled to deny a motion for preliminary injunction to block a tender offer connected to Bed Bath & Beyond Inc.'s purchase of Cost Plus, Inc.
May 29, 2012 (Shareholders Foundation) -- An investor in NASDAQ:CPWM shares filed a lawsuit against directors of Cost Plus, Inc. in effort to stop the proposed sale of Cost Plus, Inc. to Bed Bath & Beyond Inc. at $22.00 per NASDAQ:CPWM share.

The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:CPWM investors arising out of the attempt to sell Cost Plus, Inc at an unfair process and at an unfair price.

On May 9, 2012, Bed Bath & Beyond Inc. and Cost Plus, Inc. announced that they have entered into an agreement under which Bed Bath & Beyond Inc. will acquire Cost Plus, Inc. in an all cash transaction. Bed Bath & Beyond Inc. has agreed to make a cash tender offer for all outstanding shares of Cost Plus, Inc. common stock at a price of $22 per share, followed by a merger in which all shareholders that have not tendered would receive the same consideration.

However, the plaintiff says the $22offer is inadequate and Cost Plus would bring a price materially in excess of that amount if properly expose to the market for corporate control. Indeed, Cost Plus’ financial performance improved over the past recent years. Its Total Revenue rose from $867.04million for the 52weeks period ending on Jan 30, 2010 to $963.83million for the 52weeks period ending on Jan 28, 2012 and its Net Income for the respective time periods increased from a Net Loss of $63.32million to a Net Income of $16.50million.

Furthermore, so the plaintiff, the merger agreement contains a number of provisions that make it more difficult for another buyer to purchase the company, such as a $1625million termination fee and a no solicitation provision.