Investigation Overview
September 10, 2013 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Thomas Properties Group, Inc. (NYSE:TPGI) shares, was announced concerning whether the takeover of Thomas Properties Group, Inc. by Parkway Properties, Inc for a value of approximately $6.26 per share is unfair to NYSE:TPGI stockholders.
The investigation by a law firm concerns whether certain officers and directors of Thomas Properties Group, Inc. breached their fiduciary duties owed NYSE:TPGI investors in connection with the proposed acquisition.
On September 5, 2013, Parkway Properties, Inc.(NYSE:PKY) and Thomas Properties Group, Inc. (NYSE:TPGI) announced that they have signed a merger agreement pursuant to which Thomas Properties will merge with and into Parkway Properties in a stock-for-stock transaction valued at approximately $1.2 billion. Under the terms of the merger agreement, Thomas Properties' shareholders will receive 0.3822 shares of newly issued Parkway common stock in exchange for each share of Thomas Properties common stock, for an implied price per share of $6.26 based on Parkway's closing stock price of $16.37 on September 4, 2013.
However, given that at least one analyst has set the target price for NYSE:TPGI shares at $7.00 per share, the investigation concerns whether the $6.26-offer is unfair to NYSE:TPGI stockholders. More specifically, the investigation concerns whether the Thomas Properties Group 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.
On Sept. 10, 2013, NYSE:TPGI shares closed at $6.11 per share.