Unfair Buyout

When a publicly traded company announces that it is being acquired, remember, you as a shareholder are entitled to vote on the transaction! How do you know if the merger is fair? Is the offering price a fair price? Did the company properly shop itself to other suitors? Are there any undisclosed compensation packages to senior management? Are the outside professionals (read Wall Street bankers) operating at arms length? Has the company made all the necessary disclosures to you so that you can properly assess the offer? We routinely seek to make sure the merger process is fair.

Overhill Farms shareholders are set to receive only $5 per share if the proposed merger with Bellisio Foods is effectuated. Do you think $5 is a fair price?

The board of directors of Crimson Exploration, Inc. (CXPO) announced it entered into a merger agreement whereby it will be acquired by Contango Oil & Gas Company in a transaction valued at approximately $146 million. Under the terms of the Crimson Exploration merger agreement, Crimson Exploration shareholders will receive 0.08288 shares of Contango for each share of Crimson they own. Based upon Contango’s closing stock price of $38.50 on April 29, 2013, Crimson shareholders would have received consideration valued at approximately $3.19 per share.

The board of directors of Ebix, Inc. (EBIX) announced it entered into a merger agreement whereby it will be acquired by an affiliate of Goldman Sachs in a transaction valued at approximately $820 million and includes the assumption of outstanding debt. Under the terms of the Ebix merger agreement, Ebix shareholders will receive $20.00 per share in cash for each share of Ebix they own.

Conceptus shareholders are set to receive only $31 per share if the proposed merger with Bayer is effectuated.  Do you think $31 is a fair price?

The board of directors of MPG Office Trust, Inc. (MPG) announced it entered into a merger agreement whereby it will be acquired by Brookfield Office Properties, Inc. in a transaction valued at approximately $180 million. Under the terms of the MPG Office Trust merger agreement, MPG shareholders will receive $3.15 per share in cash for each share of MPG Office Trust they own.

The board of directors of Prolor Biotech (PBTH) announced it entered into a merger agreement whereby it will be acquired by OPKO Health, Inc. in a transaction valued at approximately $480 million. Under the terms of the PROLOR Biotech merger agreement, PROLOR shareholders will receive 0.9951 shares of OPKO common stock for each share of PROLOR common stock owned, a value of approximately $7.00 per PROLOR share.

The board of directors of Buckeye Technologies (BKI) announced it entered into a merger agreement whereby it will be acquired by Georgia-Pacific, LLC in a transaction valued at approximately $1.5 billion. Under the terms of the Buckeye Technologies merger agreement, BKI shareholders will receive $37.50 per share in cash for each share of Buckeye Technologies they own.

MEMSIC shareholders are set to receive $4.255 in cash for each share of MEMS stock they own if the proposed merger is consummated.  What do you think?  Fair?

The board of directors of Fisher Communications (FSCI) announced it entered into a merger agreement whereby it will be acquired by Sinclair Broadcast Group, Inc.  Under the terms of the merger proposal, FSCI shareholders will receive $41.00 per share in cash for each share of Fisher Communications they own.  Is $41 per share fair to FSCI shareholders?

The President and the Chairman of the Board of MOD-PAC are offering $8.40 per share to MOD-PAC shareholders.  These types of "going private" transactions raise serious questions about conflict of interest.  Read our investigation.

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