Brower Piven Announces an Investigation of the Acquisition of Smurfit-Stone Container Corporation by RockTenn
January 24 2011 - 1:42PM
Business Wire
The law firm of Brower Piven, A Professional Corporation, has
commenced an investigation into possible breaches of fiduciary duty
to current shareholders of Smurfit-Stone Container Corporation
(“Smurfit-Stone”) (NYSE:SSCC) and other violations of state law by
the Board of Directors of Smurfit-Stone relating to the proposed
acquisition of the company by RockTenn (“RockTenn”). The firm’s
investigation seeks to determine whether Smurfit-Stone and its
Board breached their fiduciary duties by failing to maximize
shareholder value.
On January 23, 2011, the companies announced that they had
entered into a definitive agreement for Smurfit-Stone to be
acquired by RockTenn in a transaction valued at approximately $3.5
billion. Under the terms of the agreement, Smurfit-Stone
shareholders will receive $35 per share -- consisting of 50% cash
and 50% RockTenn stock (RockTenn will pay 0.30605 shares of its own
stock, plus $17.50 in cash, for each share of Smurfit-Stone).
Although RockTenn’s acquisition price represents approximately a
27% premium over Smurfit-Stone’s closing share price on January 21,
2011 (and 30% more than Smurfit-Stone’s volume-weighted average
price over the 20 days through January 21), the average offer price
for all announced acquisitions in the United States for 2010 was
43.2% more than the targeted company’s 30-day average. In addition,
Smurfit-Stone has recently posted a profit in the fourth quarter of
2010, announcing that “[n]et sales for the fourth quarter of 2010
were $1.63 billion,” which is “up 18 percent compared with sales of
$1.38 billion in the fourth quarter of 2009.” Following the
acquisition, RockTenn shareholders will own approximately 56% and
Smurfit-Stone shareholders will own 44% of the combined
company.
If you currently own shares of Smurfit-Stone and would like to
learn more about the investigation being conducted by Brower Piven,
you may e-mail or call Brower Piven, who will, without obligation
or cost to you, attempt to answer your questions. You may contact
Brower Piven by email at hoffman@browerpiven.com, by calling
410/415-6616, or at Brower Piven, A Professional Corporation, 1925
Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower
Piven have combined experience litigating securities and other
class action cases of over 60 years.
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