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

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.

Stock quotes in this article: ARII, GBX 

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