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MOSCOW (MRC) -- Robbins Arroyo LLP is
investigating the acquisition of Boise Inc. by Packaging Corporation of
America. On September 16, 2013, the two companies announced the signing of
a definitive merger agreement under which an affiliate of Packaging Corporation
will acquire Boise for $12.55 in an all-cash tender offer. The transaction
is expected to close in the fourth quarter of 2013. According to RobbinsArroyo, investigation focuses on
whether the board of directors at Boise is undertaking a fair process to obtain
maximum value and adequately compensate its shareholders in the merger.
As an initial matter, the $12.55 consideration represents a premium of
only 26% based on the Boise’s closing price on September 13, 2013. That
premium is substantially below the average one-day premium of 37.36% for
comparable transactions in the last three years.
Robbins Arroyo is examining Boise’s board of directors’ decision to sell
the company to Packaging Corporation now rather than allow shareholders to
continue to participate in the company’s continued success and future growth
prospects, and whether they are seeking to benefit themselves.
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