Investigation Overview
Following the announcement that the AES Corporation intends to acquire DPL Inc. for $30 per DPL shares an investigation on behalf of investors of DPL Inc. (NYSE:DPL) over possible breaches of fiduciary duty was announced.
The investigation by a law firm concerns whether certain directors and officers at DPL Inc. or others breached their fiduciary duties in connection the proposed takeover.
On April 20, 2011, DPL Inc. announced that it has entered into a merger agreement with The AES Corporation (NYSE: AES) under which AES Corp. will acquire DPL Inc. in a transaction with an enterprise value of $4.7 billion, including a total equity value of $3.5 billion.
Under the terms of the proposed transaction, AES Corp will acquire all of the outstanding shares of DPL for $30 per share.
DPL Inc said the offered represents 8.7% premium over DPLs closing share price on April 19, 2011, a premium of 10.7% over the 30 day average of DPLs closing price, a premium of 12.3% over the 60 day average of DPLs closing price and a premium of 13.4% over the 90 day average of DPLs closing price.
Indeed, shares of DPL Inc. closed before the takeover announcement at $27.59 per share and traded on April 6, 2011 at $28.05 per share.
However, DPL Inc. has performed well for its investors in the past. DPLs 12months Total Revenue increased from $1.515billion in 2007 to $1.833billion in 2010. Its Net Income rose over the same time frame from $221.80million to lately $290.30million.
Therefore the investigation concerns whether the DPL Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of DPL Inc. (Public, NYSE:DPL) and breached their fiduciary duties to DPL Inc. (DPL) shareholder by failing to adequately shop the Company before entering into the transaction. The investigation concerns also whether the AES Corp would underpay for DPL shares, thus unlawfully harm DPL investors. A potential class action lawsuit would seek to maximize the amount of money and information NYSE:DPL shareholders would receive in a buyout, so the law firm.