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.