K-Sea Investor Lawsuit Over Kirby Buyout Dismissed by Judge

K-Sea Transportation Partners LP (KSP), a tanker and tugboat operator, won a Delaware Chancery Court judge’s dismissal of a investor lawsuit challenging terms of last year’s $300 million takeover by Kirby Corp. (KEX)

Judge Donald Parsons Jr. in Wilmington said company unit- holders challenging fairness of the deal hadn’t proven allegations that directors violated their obligations in the buyout, according to a ruling made public today.

“The defendants’ approval of the merger agreement cannot constitute a breach of any contractual or fiduciary duty” and their disclosures “are not materially misleading,” Parsons wrote in his 27-page opinion.

K-Sea, based in East Brunswick, New Jersey, announced in March 2011 that it would be bought by Houston-based Kirby for $8.15 a share in cash or a cash-and-Kirby-stock combination. The transaction closed on July 1, Parsons said.

The plaintiffs “cannot succeed on their claims under any reasonably conceivable set of circumstances,” Parsons said in dismissing the lawsuit.

Richard P. Falcinelli, executive vice president at K-Sea, didn’t immediately respond to an e-mail seeking comment on dismissal of the lawsuit. Plaintiffs’ lawyer Carmella Keener didn’t immediately return voice and e-mail messages seeking comment.

Kirby fell 15 cents to $65.24 at 12:49 p.m. in New York Stock Exchange composite trading.

The case is Caldwell v. K-Sea, CA6301, Delaware Chancery Court (Wilmington).

To contact the reporter on this story: Phil Milford in Wilmington, Delaware, at pmilford@bloomberg.net

To contact the editor responsible for this story: Andrew Dunn at adunn8@bloomberg.net

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