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RC2 Investor Sues to Block $640 Million Sale to Tomy Co.

March 22 (Bloomberg) -- An RC2 Corp. investor sued the company, the maker of Thomas the Tank Engine products, and its board of directors to block its sale to Tomy Co., saying the $640 million price was inadequate.

The $27.90-a-share offer “substantially undervalues” RC2 and is an attempt by Tomy to buy the company “at a bargain price during a temporary downturn in the economy,” Laborers’ Local #231 Pension Plan said in a complaint filed today in state court in Chicago. The union fund, which seeks to represent other investors, accuses RC2 directors of breach of fiduciary duty.

Tomy, the Tokyo-based maker of Transformers and Pokemon toys, agreed to buy RC2 to add Thomas the Tank Engine products in North America as a declining birth rate erodes demand at home. The offer was valued at $27.90-a-share in cash, 27 percent more than the March 9 closing price, Oak Brook, Illinois-based RC2 and Tomy said March 10.

RC2 Chief Executive Officer Curtis Stoelting, who was also named as a defendant in the complaint, didn’t immediately return a call to his office after regular business hours.

The case is Laborers’ Local #231 Pension Plan v. RC2, 11CH10899, Circuit Court of Cook County Illinois, County Department, Chancery Division (Chicago).

To contact the reporter on this story: Edvard Pettersson in Los Angeles at epettersson@bloomberg.net.

To contact the editor responsible for this story: David E. Rovella at drovella@bloomberg.net.

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