Following the announcement by the Timberland Company it agreed to a takeover by VF Corporation an investigation on behalf of investors of The Timberland Company (NYSE:TBL) concerning whether the offer to take over the Timberland Company and the sale process are unfair to investors of Timberland (NYSE: TBL) and whether certain of its officers and directors or others breached their fiduciary duties owed investors in NYSE TBL was announced.
The investigation by a law firm concerns whether the Timberland Company, certain of its officers and directors, and/or others breached their fiduciary duties owed to The Timberland Company (NYSE:TBL) investors in connection with the proposed takeover.
On Monday, June 13, 2011, VF Corporation (NYSE: VFC), and The Timberland Company announced that they have signed a merger agreement under which VF Corp. will pay the Timberland company shareholders $43 per TBL share or at a total enterprise value of approximately $2 billion net of cash.
Following the takeover news shares of the Timberland Company (Public, NYSE:TBL) jumped from $30.11 on Friday to $42.86 on Monday.
However, the Timberland Company (Public, NYSE:TBL) shares traded as early as April as high as $45.19 per share, thus well above the current offer.
Additionally the Timberland Company has performed well for its investors in the past. While the Timberland Company reported relatively consistent 12months Total Revenue over the past four filing periods ranging from $1.285billion to $1.436billion, it was able to increase its annual Revenue from $1.285billion in 2009 to $1.429billion in 2010. Additionally its Net Income rose from $40.00million in 2007 to $96.62million in 2010.
For the first quarter in 2011 the Timberland Company reported increased quarterly Revenue of $349.00million compared to $317.04million one year earlier.
Therefore the investigations monitor the proposed transaction and concern whether the Timberland Board of Directors undertook an adequate and fair sales process to obtain fair and maximized consideration for all shareholders of the Timberland Company (NYSE:TBL) and in particular breached their fiduciary duties to the Timberland (TBL) shareholder by failing to adequately shop the Company before entering into the transaction.
The investigation concerns also whether VF Corporation would underpay for NYSE:TBL shares, thus unlawfully harming Timberland stockholders. A potential securities class action lawsuit would seek to maximize the amount of money and information the Timberland shareholders would receive in a buyout, so the law firm.