The Talbots, Inc. (NYSE:TLB) Investor Filed Lawsuit Against Directors Over Breaches Of Fiduciary Duties In Connection With Takeover By Sycamore Partners

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Company Name(s): 
Talbots Inc.
Case Name: 
Talbots Inc. Deal Case 06/08/2012
Case Status: 
Lawsuit Filed
Affected Securities
NYSE: TLB
Lawsuit Overview
Type of Lawsuit: 
Mergers and Acquisition
Date Filed: 
06/08/2012
Summary: 

June 08, 2012 (Shareholders Foundation) -- An investor in NYSE:TLB shares filed a lawsuit against directors of The Talbots, Inc. to stop the proposed takeover of The Talbots, Inc. by Sycamore Partners LLC.

The plaintiff alleges that the defendants breached their fiduciary duties by failing to act in the best interest of NYSE:TLB shareholders.
In December 2011, the Talbots, Inc. announced that its Board of Directors has received an unsolicited letter, dated December 6, 2011, from Sycamore Partners outlining a non-binding proposal to acquire all of the Company's outstanding common stock for $3.00 per share. Later in December The Talbots, Inc. responded and said it had considered and evaluated the terms of the proposed transaction and had concluded that the proposal was inadequate and substantially undervalues the Company.

Then on May 7, 2012, The Talbots, Inc. announced that its Board of Directors has received a non-binding proposal from Sycamore Partners to acquire all of the Company's outstanding common stock for $3.05 per share. In addition, The Talbots, Inc said that the Company has entered into an exclusivity agreement with Sycamore Partners in connection with the non-binding proposal, which will terminate on May 15, 2012. On May 15, 2012, The Talbots, Inc. announced that the exclusivity period will expire on May 22, 2012 and on May 23, The Talbots, Inc. announced that the exclusivity period would expire on May 24, 2012.

On May 24, 2012, NYSE:TLB shares fell from $2.56 per share to $1.29 per share on May 30, 2012.

Then on May 31, 2012, The Talbots, Inc. and Sycamore Partners today announced that they have entered into a definitive agreement pursuant to which an affiliate of Sycamore Partners will acquire all the outstanding common stock of the Company for $2.75 per share in cash.

Thus the plaintiff alleges that the board of directors of The Talbots, Inc. shortchanged NYSE:TLB investors by accepting the Sycamore Partners’ $369 million bid after leaving a higher bid on the table.