Warnaco Group Inc (NYSE:WRC) Investor Files Lawsuit Over Alleged Breaches Of Fiduciary Duties In Takeover

If you purchased shares of the Warnaco Group Inc (NYSE:WRC) prior to October 31, 2012, and currently hold any of those NYSE:WRC shares, you have certain options and you should contact the Shareholders Foundation, Inc.

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Company Name(s): 
Warnaco Group
Case Name: 
Warnaco Group Deal Case 11/23/2012
Case Status: 
Lawsuit Filed
Affected Securities
Lawsuit Overview
Type of Lawsuit: 
Mergers and Acquisition
Date Filed: 

Nov. 26, 2012 (Shareholders Foundation) -- An investor in shares of Warnaco Group Inc (NYSE:WRC) filed a lawsuit against Warnaco Group directors to stop the proposed takeover of Warnaco Group Inc by PVH Corp. at a value of approximately $64.83 per NYSE:WRC share.

The plaintiff claims that the defendants breached their fiduciary duties owed to NYSE:WRC stockholders by agreeing to sell the Warnaco Group too cheaply via an unfair process to PVH Corp.

On Oct. 31, 2012, PVH Corp. and The Warnaco Group, Inc. announced that they have entered into a merger agreement pursuant to which PVH will acquire The Warnaco Group, Inc and holders of The Warnaco Group, Inc common stock will receive $51.75 in cash and .1822 of a share of PVH common stock for each share of Warnaco Group, Inc common stock. Based on PVH’s last closing stock price, the per share value of the consideration to be received by Warnaco stockholders is $68.43 per share.

However, the plaintiff alleges that the offer is unfair to NYSE:WRC stockholders and undervalues the company. In fact, Warnaco Group’s financial performance improved over the past years. For instance, its Total Revenue rose from over $2.06 billion for the 12 months period that ended on Jan. 3, 2009 to over $2.51 billion for the 12 months period that ended on Dec. 31, 2011 and its Net Income increased over the respective time periods from $51.05 million to $132.25 million. Furthermore, shares of Warnaco Group Inc (NYSE:WRC) grew at an exceptional growth rate. In fact NYSE:WRC shares grew from as low as $17.31 per share in March 2009 to as high as $64.36 per share in April 2011.