Investigation Overview
Following International Papers announcement that it intended to acquire all of the outstanding shares of Temple-Inland (NYSE: TIN) for $30.60 and Temple Inlands rejection an investigation on behalf of investors of Temple-Inland, Inc. (NYSE: TIN) over possible breaches of fiduciary duties was announced.
The investigation by a law firm monitors the situation and concerns whether Temple-Inland, certain of its officers and directors, and/or others including but not limited to International Paper breached their fiduciary duties owed to Temple-Inland, Inc. (NYSE:TIN) investors in connection with the takeover offer by International Paper.
On June 6, 2011, International Paper (NYSE: IP) announced that it proposed to acquire all of the outstanding shares of Temple-Inland (NYSE: TIN) for $30.60 per share in cash. International Paper said the offer represents a 44% premium to Temple-Inland's price as of noon EDT, June 6th, 2011 ($21.21)
The same day Temple-Inland, Inc. announced that its Board of Directors voted unanimously to reject International Papers proposal.
On June 7, 2011 NYSE: TIN stock jumped from $21.01 per share the day earlier to $29.49 per share. Since then NYSE TIN stock rose to as high as $30.33 per share.
Temple-Inland performance increased recently. Temple-Inlands annual Total Revenue rose from $3.57billion in 2009 to $3.79billion in 2010. Its quarterly Revenue rose from $905million for the first quarter in 2010 to $955million for the first quarter in 2011.
Shares of Temple Inland, Inc. (Public, NYSE:TIN) grew over the past two years significantly. NYSE TIN stock rose from as low as $2.52 in March 2009 to over $25 per share in February 2011.
Therefore the investigation by a law firm questions whether a potential sale process and the potential price would be unfair to the shareholders of Temple-Inland (NYSE: TIN). The investigation focuses whether the Temple-Inland board of directors will undertake an adequate and fair sales process to obtain fair consideration for all shareholders of Temple-Inland, Inc. (NYSE: TIN) and will breach their fiduciary duties to Temple-Inland (TIN) shareholder by failing to adequately shop the Company before entering into any transaction.
In addition the investigation seeks also to determine if any officer, director or any insiders violated any laws. The investigation concerns also whether the acquirer would underpay for NYSE:TIN shares, thus unlawfully harming Temple Inland, Inc. (TIN) investors. A potential class action lawsuit would seek to maximize the amount of money and information NYSE:TIN shareholders would receive in a buyout, so the law firm.