Investigation Overview
The announcement by Lubrizol Corp. that its board of directors agreed to a takeover by Berkshire Hathaway has prompted an investigation on behalf of investors of Lubrizol Corporation (NYSE:LZ) concerning the potential unfairness of the takeover and possible breaches of fiduciary duty.
The investigation by a law firm concerns whether certain directors and officers at Lubrizol Corporation (NYSE:LZ) or others breached or will breach their fiduciary duties in connection with proposed buyout.
On Monday, March 14, 2011, The Lubrizol Corporation (NYSE: LZ) and Berkshire Hathaway Inc. (NYSE: BRK.A, BRK.B) announced an agreement for Berkshire Hathaway to acquire 100% of outstanding Lubrizol Corp. shares for $135 per share in an all-cash transaction valued at approximately $9.7 billion including approximately $0.7 billion in net debt.
The Lubrizol Corporation said the offer represents a 28 percent premium over Lubrizol's closing price on Friday, March 11, 2011, and is also 18 percent higher than Lubrizol's all-time high share closing price
Indeed, shares of Lubrizol Corporation (Public, NYSE:LZ) surged from $104.34 per share to $134 per share on Monday.
However, Lubrizol Corporation has performed well for its investors in the past. Lubrizols 12 months Total Revenue went from $4.499billion in 2007 to $5.417billion in 2010. Its Net Income rose from $283.40million in 2007 to $732.20million in 2010.
Therefore the investigation monitors and concerns whether Lubrizol Board of Directors undertook an adequate and fair sales process to obtain the maximized consideration for all shareholders of Lubrizol Corporation (NYSE:LZ) and breached their fiduciary duties to Lubrizol Corp (LZ) investors by failing to adequately shop the Company before entering into the transaction. The investigation concerns also whether Berkshire Hathaway would underpay for NYSE:LZ shares, thus unlawfully harming Lubrizol investors. A potential class action lawsuit would seek to maximize the amount of money and information for NYSE: LZ stockholders would receive in a buyout, so the law firm.