July 19, 2013 (Shareholders Foundation) - An investor, who currently holds shares of Harris Teeter Supermarkets Inc (NYSE:HTSI), filed a lawsuit in effort to halt the proposed takeover of Harris Teeter Supermarkets Inc by The Kroger Co for $49.38 per NYSE:HTSI share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:HTSI stockholders by agreeing to sell the company too cheaply via an unfair process to The Kroger Co.
On July 9, 2013, The Kroger Co. (NYSE: KR) and Harris Teeter Supermarkets, Inc. (NYSE: HTSI) announced a merger agreement under which the Kroger Co. will purchase all outstanding shares of Harris Teeter Supermarkets, Inc for $49.38 per share in cash.
However, the plaintiff claims that the $49.38-offer is too low and undervalues the company given Harris Teeter’s recent strong performance as well as its future growth prospects. For instance, it reported that its Total Revenue rose from over $3.82 billion for the 52 weeks period that ended on Sept. 27, 2009 to over $4.453 billion for the 52 weeks period that ended on Oct. 2, 2012. In addition, shares of Harris Teeter Supermarkets Inc (NYSE:HTSI) grew from $19.51 per share in March 2009 to as high as $48.47 per share in June 2013. In fact, at least one analyst has set the high target price for NYSE:HTSI shares at $50.00 per share and the $49.38-offer represents a premium of only 1.78% based on Harris Teeter's closing price on July 8, 2013.
Furthermore, the plaintiff alleges that the process is also unfair to NYSE:HTSI stockholders. The plaintiff says that the defendants have exacerbated their breaches of fiduciary duty by agreeing to lock up the proposed transaction with allegedly unreasonable deal protection devices, such as a strict no solicitation, a matching rights, and a $75 million termination fee provision, that serve to prevent other bidders from making a successful competing offer for the company.
On July 19, 2013, NYSE:HTSI shares closed at $49.41.