Acquisition of Boise Inc. by Packaging Corporation of America May Not Be in the Best Interests of Boise Inc. Shareholders
Robbins Arroyo LLP is investigating the acquisition of Boise Inc. (NYSE: BZ) by Packaging Corporation of America (NYSE: PKG). On September 16, 2013, the two companies announced the signing of a definitive merger agreement under which an affiliate of Packaging Corporation will acquire Boise for $12.55 in an all-cash tender offer. The transaction is expected to close in the fourth quarter of 2013.
Is the Merger Best for Boise and Its Shareholders?
Robbins Arroyo LLP’s investigation focuses on whether the board of directors at Boise is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in the merger. As an initial matter, the $12.55 consideration represents a premium of only 26% based on the Boise’s closing price on September 13, 2013. That premium is substantially below the average one-day premium of 37.36% for comparable transactions in the last three years.
On August 1, 2013, Boise issued a press release announcing the company’s operating results for its second quarter 2013, reporting increases in packaging segment sales and packaging segment EBITDA. Specifically, the company reported packaging segment sales in the second quarter of $300.6 million, an increase of $15.8 million, compared to the same period 2012. Boise’s packaging segment also reported an increase in EBITDA, excluding special items, to $49.1 million for second quarter 2013, compared to $40 million for the same period 2012. In announcing these results, Alexander Toeldte, Boise’s President and Chief Executive Officer commented, “We grew both sales and margins in our Packaging business during second quarter…. The two, large strategic projects we announced in May are both proceeding as planned” and “[w]e continue to believe both these projects will enhance not only the competitiveness of these mills but also the competitiveness of the company overall.”
Given these facts, Robbins Arroyo is examining Boise’s board of directors’ decision to sell the company to Packaging Corporation now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects, and whether they are seeking to benefit themselves.
Boise shareholders have the option to file a class action lawsuit to secure the best possible price for shareholders and the disclosure of material information so shareholders can vote on the transaction in an informed manner.
Boise shareholders interested in information about their rights and potential remedies can complete the form below and we will contact you directly. You can also contact attorney Darnell R. Donahue at (800) 350-6003.