Sept. 21, 2012 (Shareholders Foundation) -- An investor in Seabright Holdings Inc (NYSE:SBX) shares filed a lawsuit against directors in effort to stop the proposed takeover of Seabright Holdings Inc for $11.11 per NYSE:SBX share.
On August 28, 2012, Enstar Group Limited (Nasdaq:ESGR) and SeaBright Holdings, Inc. (NYSE:SBX) announced that they have entered into a merger agreement under which Enstar Group Limited will acquire SeaBright Holdings, Inc for $11.11 per share in cash.

However, the plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:SBX investors arising out of the attempt to sell the company too cheaply via an unfair process to Enstar Group Limited.
More specifically, the plainitfff alleges that the $11.11offer is unfair to NSYE:SBX stockholders and undervalues the company. In fact, at least one analyst has set the high target price for NYSE:SBX shares at $12.00 per share. Moreover, pursuant to an analyst expectations, SeaBright’s estimated growth for this year is 133.8%, more than 30% higher than the industry average while SeaBright’s PEG ratio of 9.78 dwarfs the industry average of 2.05.

In addition, so the plaintiff, defendants agreed to certain onerous and preclusive deal protection devices, such as a no solicitation and a $7.5 million termination fee provision, that operate conjunctively to make the proposed transaction a fait accompli and ensure that no competing offers will emerge for the Company. The plaintiff says that these preclusive deal protection provisions illegally restrain the Company’s ability to solicit or engage in negotiations with any third party regarding a proposal to acquire all or a significant interest in the Company.