American Land Lease Case 01/13/2009

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Company Name(s): 
American Land Lease
Case Name: 
American Land Lease Case 01/13/2009
Case Status: 
Lawsuit Filed
Affected Securities
NYSE: ANL
Lawsuit Overview
Type of Lawsuit: 
Mergers and Acquisition
Date Filed: 
01/13/2009
Summary: 

Is the price for American Land Lease (NYSE: ANL) offered by Green Courte Partners, LLC unfair? Two shareholder lawsuits think so. Two lawsuits on behalf of investors in American Land Lease (NYSE: ALN) have been filed are seeking to stop a Chicago private equity firm’s $428 million acquisition of American Land Lease. The plaintiffs allege that American Land Lease’s board of directors breached its fiduciary and the price is unfair.

American Land Lease is a Pinellas County-based public real estate investment trust that owns manufactured home communities in Florida, Arizona and Alabama. On December 10, 2008, American Land Lease announced their intent to sell American Land Lease to Green Courte Partners, LLC, a private equity firm. Under the terms of the merger agreement, American Land Lease shareholders would receive $14.20 per share for a total sale price of approximately $438 million. The complaints allege American Land Lease’s board of directors breached its fiduciary duty in approving the sale to Green Courte Partners for $14.20 a share in cash — a 264 percent premium over the $3.90 closing price of the stock that same day. But in August 2008, ANL stock traded at $22.89 a share and the plaintiff alleges that American Land Lease’s top managers were motivated by employment offers from Green Courte in accepting the deal when the stock was trading at an all-time low because of problems on Wall Street. CEO and Chairman Terry Considine “had a significant incentive to and did in fact drive the sale of ANL to Green Courte Partners,” the complaint reads. It seeks class-action status. In addition, the lawsuit alleges company disclosures have been deficient for various reasons, including ANL’s failure to disclose pertinent details about the other bidders that sought to buy the REIT. In addition to ANL and Considine, the defendants are directors Thomas L. Rhodes, Bruce Benson, Thomas Harvey, Bruce Moore and Todd Sheets.

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