Investigation Overview
Several investigations on behalf of current investors Tween Brands Inc. (Public, NYSE:TWB), who purchased the shares before June 25, 2009, were announced over possible breaches of fiduciary duty and other violations of state law by the board of directors of Tween Brands Inc.
According to the investigations by law firms the investigations focus possible breaches of fiduciary duty and other violations of state law by the board of directors of Tween Brands Inc. (NYSE:TWB) arising out of their attempt to sell Tween Brands to a subsidiary of Dress Barn Inc. in a stock-for-stock deal valued at approximately $157 million.
On June 25, 2009 the Dress Barn, Inc. and Tween Brands, Inc. jointly announced that they have entered into a definitive agreement pursuant to which a subsidiary of Dress Barn, Inc. will merge with Tween Brands, Inc. in a stock-for-stock transaction. Under the terms of the merger agreement, each share of Tween Brands, Inc. common stock will be exchanged for 0.47 shares of Dress Barn, Inc. common stock. Based on Dress Barn Inc.`s stock price of $13.24 as of June 24, 2009, the agreement values Tween Brands shares at $6.22 per share. Upon closing of the transaction, Tween Brands, Inc.`s stockholders are expected to own approximately 16% of Dress Barn, Inc.`s diluted outstanding shares. The transaction, approved by each of Dress Barn, Inc.`s and Tween Brands, Inc.`s Board of Directors, is expected to close in the fourth quarter of calendar year 2009.
According to one investigation the price is unfair given that Tween Brands shares (NYSE:TWB) traded above $9.00 per share as recently as the fourth quarter of 2009, Tween Brands has a book value of over $7.00 per share and at least one analyst has set an $8.00 price target for Tween Brands shares. Furthermore, so the investigation, the sales process Tween Brands conducted was flawed because Tween Brands agreed to a non-solicitation provision and a termination fee of $5.15 million that will all but ensure that no superior offer will ever be forthcoming. According to another investigation as recently as August 11, 2008 Tween Brands shares were trading at $15.11 a substantially higher price than the proposed offer.
Tween Brands, Inc, is located in New Albany, OH and is the operator of two specialty retailing brands, Limited Too and Justice. Tween Brands operates two brands focusing on teen girls. Limited Too sells apparel, accessories, footwear, electronics, lifestyle and girlcare products for fashion-aware, trend-setting teen girls.
Tween Brands reported $1.01397billion in Total Revenue with a net income of $52.57million in 2007 and $995.06million in Total Revenue in 2008. Shares of Tween Brands (N YSE:TWB) traded at $6.70 per share, therefore above the proposed agreement value based on Dress Barn Inc.s stock price of $13.24 per share. TWB shares were down from a 52weeekHigh of $17.91 per share and $30.99 per share in 2008 and almost $45 per share in 2007.