This Day On The Street
Continue to site right-arrow
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
Stocks Under $10 with 50-100% upside potential - 14 days FREE!

Block & Leviton LLP Investigates Greenbrier Companies Inc. For Possible Breaches Of Fiduciary Duty In Connection With Its Potential Acquisition By American Railcar Industries, Inc.

Stocks in this article: ARII GBX

BOSTON, Dec. 18, 2012 /PRNewswire/ -- Block & Leviton LLP (, a Boston-based law firm representing investors nationwide, has commenced an investigation into possible breaches of fiduciary duty by the Board of Directors of Greenbrier Companies Inc. ("Greenbrier" or the "Company") (NYSE:GBX) concerning the proposed acquisition of the Company by American Railcar Industries, Inc. ("ARI") (NASDAQ-NMS:ARII), a company controlled by activist investor Carl Icahn ("Icahn"), in an all-cash transaction.

Under the terms of the proposed offer, ARI would acquire Greenbrier in a cash deal for approximately $20.00 per Greenbrier share, setting a value for the Company at approximately $543 million.  However, this price would fail to take into account the fact that Greenbrier common stock has been steadily climbing, gaining 36% in just the past month.  Moreover, the proposed offer price represents only two-thirds the offer price of the most recent attempt to merge Greenbrier and ARI.  Likewise, the offer price is barely a five percent premium to the previous day's closing price.  Similarly, the Company's intrinsic value is $28.56, as measured by the Thomson Reuters StarMine model.  The Starmine model measures how much a stock should be worth by considering expected growth rates.  Finally, at least one analyst has set a target price of $35.00 per share for the Company, and the mean analyst target price is $20.60.  As such, it appears that the potential transaction offers insufficient recognition of Greenbrier's growth potential.

Block & Leviton's investigation seeks to determine, among other things, whether Greenbrier's Directors breach their fiduciary duties through a failure to maximize shareholder value in the potential acquisition by ARI and the overall fairness of the process by which the Greenbrier Directors considered and approved the transaction.

1 of 2

Select the service that is right for you!

Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!


DOW 18,030.21 +6.04 0.03%
S&P 500 2,081.88 -0.29 -0.01%
NASDAQ 4,773.4720 +8.0480 0.17%

Brokerage Partners

Rates from

  • Mortgage
  • Credit Cards
  • Auto

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs