After ProLogis announced that its board agreed to a merger between ProLogis and AMB Property an investigation for investors of ProLogis (NYSE:PLD) questioning the potential unfairness of the proposed buyout was announced.

The investigation by a law firm concerns whether certain directors and officers at ProLogis (NYSE:PLD) breached their fiduciary duties in connection with the merger.

ProLogis shares surged in response to the merger talks from $14.71 to over$16.30 on Thursday, Jan 27.
On January 26, 2011 after the market closed ProLogis had confirmed ongoing discussions regarding strategic combination with AMB Properties. ProLogis said that it and AMB Property Corporation (NYSE: AMB) are in discussions regarding a potential merger of equals, in which the two companies would combine in an all-stock, at-market transaction, based upon the unaffected trading prices of the two companies' stock prior to media reports of a possible merger. But ProLogis also said that t there can be no assurance that any discussions regarding a merger will result in a definitive agreement for such a transaction or the timing of such agreement or any transaction.
Then shares of ProLogis (NYSE:PLD) dropped on Monday January 31, 2011, to $14.80, after ProLogis (NYSE: PLD) and AMB Property Corporation (NYSE: AMB) announced an agreement to combine through a merger of equals. Under the terms of the agreement, each ProLogis common share (PLD) will be converted into 0.4464 of a newly issued AMB common share, and the combined company will be an UPREIT.
The offered price values Prologis shares at approximately $14.70 per share, which is 3.35% below the closing price of ProLogis on January 28, 2010.
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 significantly higher than the current offer. Even before takeover speculation was factored into the price of ProLogis stock, PLD shares traded as high as $14.78, and thus still higher than the current offer for ProLogis shares. Therefore the investigation concerns whether ProLogis Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of ProLogis (NYSE:PLD) and breached their fiduciary duties to ProLogis (PLD) shareholder by failing to adequately shop the Company before entering into any transaction. A potential class action lawsuit would seek to maximize the amount of money and information PLD shareholders would receive in a buyout, so the law firm.