Dallas, Texas, USA 24 January 2011 -- (BUSINESS WIRE) -- The Briscoe Law Firm, PLLC, founded by a former state prosecutor and enforcement attorney for the United States Securities and Exchange Commission, and the securities litigation law firm of Powers Taylor LLP are investigating potential legal claims against the board of directors of Smurfit-Stone Container Corporation (NYSE:SSCC - News) related to the proposed buyout of Smurfit-Stone by RockTenn Company (NYSE:RKT - News).
The investigation relates to the fairness of the proposed transaction to Smurfit-Stone shareholders, possible breaches of fiduciary duty, and other violations of state law by the board of directors of Smurfit-Stone for approving this transaction, and whether Smurfit-Stone’s board of directors acted in the shareholders’ best interests.
The definitive merger agreement involves a 50% cash and 50% stock transaction valued at approximately USD 3.5 billion, which is expected to close in the second quarter of 2011. Under the proposed transaction, Smurfit-Stone shareholders will receive a cash payment of USD 17.50 and a fixed-ratio of 0.30605 shares of RockTenn stock for each share of Smurfit-Stone/SSCC common stock they hold. Following the acquisition, Smurfit-Stone will become a wholly owned subsidiary of RockTenn. In the two weeks before the announcement, Smurfit-Stone shares closed as high as USD 28 per share.
“Based on the lack of an appreciable premium to shareholders, and other factors, we have concern whether the proposed acquisition is fair to Smurfit-Stone shareholders, and we want to ensure that the shareholders are receiving the maximum value for their stock,” said shareholder rights attorney Willie Briscoe.
The Briscoe Law Firm is a full service business litigation and shareholder rights advocacy firm with more than 20 years of experience in complex litigation matters.