Investigation Overview
San Diego, Jan. 27, 2012 (Shareholders Foundation) -- The announcement by Eastman Chemical Company that it intends to will acquire Solutia Inc. for a value of approximately $27.65 per share prompted an investigation for investors in Solutia Inc. (NYSE:SOA) shares concerning whether the offer to acquire Solutia and the buyout process are unfair to investors in NYSE:SOA shares.
The investigations by law firms concern whether Solutia Inc, certain officers and directors, and/or others breached their fiduciary duties to Solutia (NYSE:SOA) investors in connection with the proposed acquisition.
On Friday, Jan. 27, 2012, Solutia Inc. (NYSE:SOA) and Eastman Chemical Company (NYSE:EMN) announced that they have entered into an agreement, under which Eastman Chemical Company will acquire Solutia at a total transaction value of approximately $4.7 billion, including the assumption of Solutias debt. Under the terms of the proposed transaction, Solutia stockholders will receive $22.00 in cash and 0.12 shares of Eastman common stock for each share of Solutia common stock. Based on the closing prices on January 26, 212, Solutia shareholders will receive cash and stock valued at $27.65 per Solutia (NYSE:SOA) common share. Solutia Inc said the offer represents a premium of 42 percent.
Following the takeover news shares of Solutia Inc. (Public, NYSE:SOA) jumped from $19.51 on Thursday to $27.75 on Friday.
However, at least one analyst has set the high target price for NYSE: SOA shares at $31 per share.
Therefore the investigation for NYSE:SOA investors concerns whether the Solutia Board of Directors undertook an adequate sales process and in particular breached their fiduciary duties to Solutia Inc. (YSE:SOA) shareholders by failing to adequately shop the Company before entering into this transaction.
Solutia has been performing well for its investors in recent years. In fact, Solutias annual Revenue rose from $1.61billion in 09 to $1.95billion in 2010 and its Net Loss of $47.00million in 2009 turned into a Net Income of $78million in 2010. Solutia reported that is third quarter Revenue increased from $511million in 2010 to $519million in 2011 and its third quarter Net Income rose over the same time frames from $48million to $75million.
Thus given the financial performance of Solutia and the analysts high target price for NYSE: SOA the investigation also focuses on whether offer by Eastman Chemical Company undervalues NYSE:SOA shares.
A potential securities class action lawsuit would seek to maximize the amount of money and information Solutia Inc. (NYSE:SOA) shareholders would receive in a buyout, so the law firm.