Robbins Umeda LLP Is Investigating ProLogis Acquisition for Shareholders
Robbins Umeda LLP, a shareholder rights litigation firm, is investigating possible breaches of fiduciary duty and other violations of state law by members of the board of directors of ProLogis (NYSE: PLD) in connection with their efforts to combine with AMB Property Corporation (NYSE: AMB). The investigation seeks to determine whether ProLogis’s board of directors undertook a fair process to obtain maximum value for its shareholders.
On January 26, 2011, ProLogis and AMB announced the definitive agreement to combine through a merger of equals. Under the terms of the current agreement, ProLogis shareholders will receive 0.4464 shares of newly issued AMB common stock. This amounts to an approximate shareholder value of $14.70 per share of ProLogis, which is 3.35% below the closing price of ProLogis on January 28, 2010.
Recently, Citi raised its price target for ProLogis to $15.50, and FBR Capital Markets raised its price target to $17.50, both significantly higher than the eventual offer price. After speculation about a potential deal, the stock traded well above the eventual offer price, including at $16.52 on January 27, 2010. Even before takeover speculation was factored into the price of ProLogis stock, shares traded as high as $14.78, still higher than the price offered for ProLogic shares.