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If you purchased ProLogis (NYSE:PLD) prior to Jan 27, 2011 and currently continue to hold those PLD shares, you have certain options and you should contact the Shareholders Foundation, Inc.
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To have your information reviewed for options and to receive notifications about this case, please send an email to mail@shareholdersfoundation.com, or call us at (858) 779-1554.
Lawsuit Overview
An investor in ProLogis (NYSE: PLD) shares filed a lawsuit against Prologis’ Board of Trustees for breaches of fiduciary duty arising out of their attempt to sell Prologis to AMB Property Corp via an unfair process at an unfair price.
ProLogis shares surged in response to the merger rumors to $16.15 on Thursday, Jan 27. The following Monday ProLogis and AMB Property Corporation announced an agreement to combine the companies through a merger of equals. Under the terms of the proposed agreement, each ProLogis common share will be converted into 0.4464 of a newly issued AMB common share. Based on AMB’s prior closing price, the deal has an implied value of $14.70 per PLD share.
The plaintiff claims the offer is unfair to PLD stockholders because the proposed acquisition significantly undervalues Prologis since Prologis shares traded as high as $16.52 per share as recently as January 27, 2011 and at least one analyst set a price target for Prologis stock at $16.50 per share. In addition Citi recently raised its price target for ProLogis to $15.50, and FBR Capital Markets raised its price target to $17.50, both also higher than the current offer.
In addition, so the plaintiff, the proposed acquisition is also the result of a hopelessly flawed and an unfair sales process designed to ensure the merger of Prologis with AMB Property on terms preferential to AMB Property and that only AMB Property has the opportunity to acquire Prologis. The plaintiff claims that the defendants agreed to preclusive deal protection devices such as a no shop, a matching rights, and a $315million termination fee provision, that create a playing field that is unfairly tilted in favor of AMB property and effectively chills any potential auction process for Prologis.
Furthermore the board of trustees agreed to deliver Prologis to AMB Property in order to secure material benefits for themselves as a result of the proposed acquisition, including the accelerated vesting and monetization of illiquid equity holdings in Prologis and change of control severance payments, which will provide tens of millions of dollars in gains to the board of trustees and members of Prologis management.