Block & Leviton LLP Investigates Greenbrier Companies Inc. for
Possible Breaches of Fiduciary Duty in Connection with Its
Potential Acquisition by American Railcar Industries, Inc.
BOSTON, Dec. 18, 2012 /PRNewswire/ -- Block &
Leviton LLP (www.blockesq.com), a Boston-based law firm representing investors
nationwide, has commenced an investigation into possible breaches
of fiduciary duty by the Board of Directors of Greenbrier Companies
Inc. ("Greenbrier" or the "Company") (NYSE:GBX) concerning the
proposed acquisition of the Company by American Railcar Industries,
Inc. ("ARI") (NASDAQ-NMS:ARII), a company controlled by activist
investor Carl Icahn ("Icahn"), in an
all-cash transaction.
Under the terms of the proposed offer, ARI would acquire
Greenbrier in a cash deal for approximately $20.00 per Greenbrier share, setting a value for
the Company at approximately $543
million. However, this price would fail to take into
account the fact that Greenbrier common stock has been steadily
climbing, gaining 36% in just the past month. Moreover, the
proposed offer price represents only two-thirds the offer price of
the most recent attempt to merge Greenbrier and ARI.
Likewise, the offer price is barely a five percent premium to the
previous day's closing price. Similarly, the Company's
intrinsic value is $28.56, as
measured by the Thomson Reuters StarMine model. The Starmine
model measures how much a stock should be worth by considering
expected growth rates. Finally, at least one analyst has set
a target price of $35.00 per share
for the Company, and the mean analyst target price is $20.60. As such, it appears that the
potential transaction offers insufficient recognition of
Greenbrier's growth potential.
Block & Leviton's investigation seeks to determine, among
other things, whether Greenbrier's Directors breach their fiduciary
duties through a failure to maximize shareholder value in the
potential acquisition by ARI and the overall fairness of the
process by which the Greenbrier Directors considered and approved
the transaction.
If you are a Greenbrier shareholder and have questions about
your legal rights, or if you have information relevant to this
investigation, please contact attorney Steven P. Harte, at
(617) 398-5600 or email him at Steven@blockesq.com.
Block & Leviton is a Boston-based law firm representing investors
nationwide for violations of securities laws. The firm's
lawyers have collectively been prosecuting securities cases on
behalf of investors for over 50 years. This notice may
constitute attorney advertising.
Contact:
BLOCK & LEVITON LLP
Steven P. Harte, Esq.
steven@blockesq.com
(617) 398-5600
SOURCE Block & Leviton LLP