BOSTON, Dec. 18, 2012 /PRNewswire/ -- Block & Leviton LLP ( www.blockesq.com), 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.