TRW Automotive Holdings Corp.
Robbins Arroyo LLP: Acquisition of TRW Automotive Holdings Corp. (TRW) by ZF Friedrichshafen AG May Not Be in Shareholders’ Best Interests
Robbins Arroyo LLP is investigating the proposed acquisition of TRW Automotive Holdings Corp. (NYSE: TRW) by ZF Friedrichshafen, a privately-held German auto parts maker. On September 15, 2014, the companies announced the signing of a definitive merger agreement pursuant to which ZF Friedrichshafen will acquire all outstanding shares of TRW for $105.60 per share in cash.
Is the Proposed Acquisition Best for TRW and Its Shareholders?
Robbins Arroyo LLP’s investigation focuses on whether the board of directors at TRW is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.
As an initial matter, the $105.60 merger consideration is significantly below the target price set by at least four analysts, including a price of $120.00 set by an analyst at Sterne, Agee & Leach on August 4, 2014, and a price of $112.00 set by an analyst at RBC Capital Markets on July 29, 2014. Further, on July 29, 2014, TRW issued its financial results for the company’s second quarter of 2014, reporting increases in sales and net income. Specifically, TRW’s sales reached $4.6 billion, an 8% increase over the same quarter 2013 when adjusting for the effect of businesses exited. In addition, the company’s net income, excluding special items, increased 15% year-over-year for the quarter, reaching $270 million or $2.32 per diluted share.
In light of these facts, Robbins Arroyo LLP is examining TRW’s board of directors’ decision to merge the company now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.
TRW shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information.
TRW shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.