TPC Group Inc. Sued by Investor Over $850 million Deal
Reuters By Mark McCarthy - Aug. 30, 2012 12:53 PM ET .
TPC Group Inc. was sued by an investor contending its recent acquisition by First Reserve Corporation and SK Capital Partners in a transaction valued at approximately $850 million undervalues the company. TPC board members are selling the company “by means of an unfair process and for an unfair price,” James O'Duffy, the investor, alleged in court papers made public today in Delaware state court. Besides selling too cheaply, the directors wrongfully agreed to “certain onerous and preclusive deal protection devices” that discourage other offers, including a termination fee according to O'Duffy.
The proposed deal contains a provision barring the company from soliciting competing offers and forcing it to end any negotiations with prospective suitors, the investor claims. The buyer also have a right to match any higher bids, according to court papers. Access to Information “The merger agreement gives the buyout group access to any rival bidder’s information and allows the buyout group a free right to top any superior offer simply by matching it,” lawyers for O'Duffy wrote.
Officials of TPC couldn’t immediately be reached for comment on the suit.
The case is James O'Duffy v. TPC Group Inc. CA 4147 (Delaware)
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