Investigation Overview
After the Virginia GP Holdings board accepted to sell Penn Virginia GP Holdings, L.P. to Penn Virginia Resource Partners, L.P. (NYSE: PVR) an investigation concerning whether the proposed takeover is fair to Penn Virginia GP Holdings, L.P. (NYSE:PVG) unitholders was announced.
Penn Virginia GP Holdings, L.P., located in Radnor, PA, is a partnership that owns three types of equity interests in Penn Virginia Resource Partners, L.P. (PVR), a partnership engaged in the management of coal and natural resource properties and the gathering and processing of natural gas.
The investigation by a law firm concerns whether Penn Virginia GP Holdings, L.P. and its Board breached their fiduciary duties owed to Penn Virginia GP Holdings investors in connection with the proposed takeover.
On Tuesday, September 21, 2010 Penn Virginia GP Holdings, L.P. (NYSE: PVG) and Penn Virginia Resource Partners, L.P. (NYSE: PVR) announced an agreement that would result in the merger of the two partnerships. Under the terms of the merger agreement, unitholders of Penn Virginia GP Holdings, L.P. (NYSE:PVG) would receive 0.98 limited partnership units of Penn Virginia Resource Partners, L.P. (NYSE: PVR) in exchange for each PVG limited partnership unit owned at closing. Penn Virginia GP Holdings, L.P. has agreed, subject to the terms and conditions of the merger agreement, to vote the 37.6% of the outstanding limited partnership interests of Penn Virginia Resource Partners, L.P. which Penn Virginia GP Holdings, L.P. owns in favor of the approval of the merger and the merger agreement.
The investigation by a law firm concerns whether the proposed price is unfair to the shareholders of of Penn Virginia GP Holdings, L.P. (Public, NYSE:PVG). Penn Virginia GP Holdings, L.P. (Public, NYSE:PVG) units started trading on Tuesday at $23.75 before the takeover new hit the market and PVG units lost in value. PVG closed at $22.38 per share. But according to Thompson/First Call, at least one analyst has set a price target of $28.00 per PVG unit and PVG untis traded as high as $33.80 per share during 2008, and at almost $40 per share in 2007. Penn Virginia GP Holdings revenue ranged over the past four years from $517.89million to $881.58million. Its Net Income was between $29.17million and $52.69million.
In addition investigation concerns also whether the Penn Virginia GP Holdings, L.P Board of Directors breached their fiduciary duties to Penn Virginia GP Holdings, L.P. (NYSE:PVG) unitholders by failing to adequately shop Penn Virginia GP Holdings, L.P before entering into the transaction.