King Pharmaceuticals, Inc. Investors File Lawsuit Against Buyout
An investor in King Pharmaceuticals, Inc. (NYSE:KG) filed a lawsuit in State Court against King Chairman and CEO, King directors and others alleging breaches of fiduciary duties arising out of their attempt to sell King Pharmaceuticals too cheaply via an unfair process to Pfizer Inc.
According to the complaint the plaintiff alleges that King Pharmaceuticals Chairman and CEO and its Board of Directors breached their fiduciary duties owed to King Pharmaceuticals, Inc. (NYSE:KG) investors by agreeing to the current conditions of the proposed takeover by Pfizer.
On Tuesday, October 12, 2010, King Pharmaceuticals, Inc. (NYSE: KG) and Pfizer Inc.(NYSE: PFE) announced that they have entered into a merger agreement under which Pfizer will acquire King Pharmaceuticals, Inc for $3.6 billion in cash, or $14.25 per share. According to King Pharmaceuticals the offer represents a premium of approximately 40% to King Pharmaceuticals’ closing price as of October 11, 2010, and 46% percent to the one-month average closing price as of the same date.
The plaintiff alleges that the proposed takeover is unfair to KG shareholders and King directors breached their fiduciary duties owed to the KG investors because they did not obtain the highest price. At first sight the Pfizer offer certainly seems to represent a decent premium for KG investors, but King Pharmaceuticals shares traded as early as April at $12.14, in March as high as $12.54, and in January over $13 per share leaving King Pharmaceuticals investors with a meager premium. In addition considering that during 2007 KG shares traded as high as $21.46 per share and at least one analyst has set a price target of $15.00 per share for King Pharmaceuticals stock the offer then leaves KG stockholders with practically no premium. Additionally the plaintiff claims, among other things, that the proposed buyout is also inadequate compared with King’s potential future earnings. In the past King Pharmaceuticals reported over the past four years steady 12months revenue ranging from $1.565billion to $2.136billion.