Investigation Overview
August 26, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Rentech Nitrogen Partners LP (NYSE:RNF), was announced concerning whether the takeover of Rentech Nitrogen Partners LP by CVR Partners, LP is unfair to NYSE:RNF stockholders.
The investigation by a law firm concerns whether certain officers and directors of Rentech Nitrogen Partners LP breached their fiduciary duties owed to NYSE:RNF investors in connection with the proposed acquisition.
On August 10, 2015, CVR Partners, LP (NYSE: UAN) and Rentech Nitrogen Partners LP (NYSE:RNF) announced the execution of a merger agreement under which CVR Partners will acquire all outstanding units of Rentech Nitrogen Partners LP. Under the terms of the transaction, each outstanding common unit of Rentech Nitrogen Partners LP (NYSE:RNF) will be exchanged for 1.04 units of CVR Partnersand $2.57 of cash. Based on a closing price of $10.38 per share on August 7, 2015 of CVR Partners LP units Rentech Nitrogen Partners LP (NYSE:RNF) unitholders will receive a value of approximatetly $13.37 per RNF unit.
However, given that at least one analyst has set the high target price for NYSE:RNF units at $22.00 per unit, the investigation concerns whether the offer is unfair to NYSE:RNF stockholders. In addition, given that certain affiliates of Rentech, Inc. that together hold 59.7% of the outstanding Rentech Nitrogen common units have already entered into a support agreement pursuant to which they have agreed to vote all of the Rentech Nitrogencommon units owned by them in favor of the merger, the investigation concerns whether the Rentech Nitrogen Partners Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Rentech Nitrogen Partners LP reported that its annual Total Revenue rose from $199.91 million in 2011 to $334.61 million in 2014. Shares of Rentech Nitrogen Partners LP (NYSE:RNF) traded during 2013 as high as $47.89 per share.