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
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.
BLOCK & LEVITON LLP
Steven P. Harte, Esq.
SOURCE Block & Leviton LLP
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