Aug. 26, 2013
Shareholder rights attorneys
at Robbins Arroyo LLP are investigating the acquisition of TMS International Corp. (NYSE: TMS) ("TMS") by The Pritzker Organization, LLC a private equity firm. On
August 26, 2013
, the two companies announced a definitive merger agreement under which business interests of certain members of the Pritzker family will acquire TMS. Pursuant to the agreement, TMS shareholders will receive
in cash for each share of TMS Class A common stock and Class B common stock. The transaction is expected to close in the fourth quarter of 2013.
Is the Merger Best for TMS and Its Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board of directors at TMS is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in the merger. As an initial matter, the
merger consideration represents a premium of only 12.40% based on TMS's closing price on
, 2013. That premium is substantially below the average one-day premium of 38% for comparable transactions in the past three years. Moreover, several analysts have recently set target prices above the
merger consideration. As recently as
August 1, 2013
, an analyst from Sidoti & Company, LLC set a target price of
per share, and an analyst from
set a target price of
. In addition, analysts from RBC Capital Markets and KeyBanc Capital Markets both set a target price of
Given these facts, Robbins Arroyo is examining TMS's board of directors' decision to sell the company to The Pritzker Organization, LLC now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects, and whether they are seeking to benefit themselves.