Investigation Overview
In response to the offer by ST Acquisition Corp. to take over MI Developments Inc. at $13 per share an investigation on behalf of investors of MI Developments Inc. (USA) (NYSE:MIM) over possible breaches of fiduciary duties was announced.
MI Developments Inc., located in Canada, is a real estate operating company.The investigation by a law firm concerns whether ST Acquisition Corp, MI Developments Inc. and its Board breach their fiduciary duties owed to MI Developments Inc. (USA) (Public, NYSE:MIM) investors in the event of the proposed takeover. On October 01, 2010, ST Acquisition Corp., a corporation controlled by members of the Stronach Family, announced that it intends to make an offer to acquire any or all of the Class A Subordinate Voting Shares and Class B Shares of MI Developments Inc. (TSX: MIM.A, MIM.B; NYSE: MIM) not already owned by it or its affiliates and associates at a price of US$13.00 per share in cash. Canadian billionaire Frank Stronach founded Magna International, which spun off MI Developments. ST Acquisition Corp said the offer represents a premium of approximately 21.8% to the October 1, 2010 closing price per Class A Subordinate Voting Share on the New York Stock Exchange.
The investigation by a law firm concerns whether the sale process and the offered price are unfair to the shareholders of MI Developments Inc. (USA) (Public, NYSE:MIM). ST Acquisition Corp and its affiliated and associated entities currently already own an aggregate of 50,000 Class A Subordinate Voting Shares and 383,414 Class B Shares of MI Developments Inc., which together represent approximately 60% of the total voting power of MI Developments Inc's outstanding shares. In addition even though MI Developments Inc. (USA) shares (NYSE: MIM) closed on Friday, October 1, 2010, at $10.67 per share and traded on Thursday, Sept. 30, 2010, as high as $11.07 per share, MIM shares traded in August and July 2010 as high as $12.70 per share, in June at $13.38 per share, in May at $13.62 per share, and in April at over $14 per share. Considering the stated recent trading prices along with a current 52weekHigh of $14.78 per share, trading over $28 per share in 2008 and at almost $40 per share in 2007, the $13 offer leaves current MI Developments with practically no premium.