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The Timberland Company Investors File Lawsuit To Stop Alleged Unfair Takeover

  • If you are a current investor in The Timberland Company (NYSE: TBL) and purchased your Timberland NYSE:TBL shares prior to the announcement, you have certain options and you should contact the Shareholders Foundation, Inc.

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Lawsuit Overview

Company
The Timberland Company
Security
NYSE: TBL

Case Name
Timberland Deal Case 06/17/2011
Type of Lawsuit
Mergers and Acquisition
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Summary

An investor in shares the Timberland Company (NYSE:TBL) filed a lawsuit in effort to block the proposed acquisition of Timberland Company by VF Corporation at $43 per TBL shares. The plaintiff alleges the offer and the sale process are unfair to Timberland stockholders.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties owed to The Timberland Company (NYSE:TBL) investors in connection with the proposed takeover.

On Monday, June 13, 2011, VF Corporation (NYSE: VFC), and The Timberland Company announced that they have signed a merger agreement under which VF Corp. will pay the Timberland company shareholders $43 per TBL share or at a total enterprise value of approximately $2 billion net of cash.

Following the takeover news shares of the Timberland Company (Public, NYSE:TBL) jumped from $30.11 on Friday to $42.86 on Monday and rose on Thursday as high as $43.33, thus exceeding the current offer.

The plaintiff alleges that the proposed deal price of $43 per share shortchanged TBL shareholders and was crafted to bypass their say on the deal.

In fact the offer represents no premium, but in fact a discount, to Timberland's recent trading price. Shares of Timberland Company (Public, NYSE:TBL) traded as early as April as high as $45.19 per share, thus well above the current offer.

Additionally the Timberland Company has performed well for its investors in the past. While the Timberland Company reported relatively consistent 12months Total Revenue over the past four filing periods ranging from $1.285billion to $1.436billion, it was able to increase its annual Revenue from $1.285billion in 2009 to $1.429billion in 2010. Additionally its Net Income rose from $40.00million in 2007 to $96.62million in 2010. For the first quarter in 2011 the Timberland Company reported increased quarterly Revenue of $349.00million compared to $317.04million one year earlier.

Further the proposed takeover is a sweet deal for controlling stockholders of Timberland. In fact the Swartz family and affiliated members control 73.5%of the company's voting stock and the Swartz family reportedly will get about $90million for their shares. Additionally Timberland Company CEO Jeffrey Swartz would receive due to change-in-control agreements at least $7 million in severance over the next two years.