SAN DIEGO and LOS ANGELES, Sept. 5, 2013 /PRNewswire/ -- Shareholder rights attorneys at Robbins Arroyo LLP are investigating the acquisition of Thomas Properties Group, Inc. (NYSE: TPGI) ("Thomas Properties") by Parkway Properties, Inc. (NYSE: PKY) ("Parkway"). On September 5, 2013, the two companies announced the signing of a definitive merger agreement under which Thomas Properties shareholders will receive 0.3822 shares of newly issued Parkway common stock in exchange for each share of Thomas Properties common stock, for an implied price per share of $6.26 based on Parkway's closing stock price on September 4, 2013. The transaction is expected to close in the fourth quarter of 2013.
Is the Merger Best for Thomas Properties and Its Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board of directors at Thomas Properties is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in the merger. As an initial matter, the $6.26 consideration represents a premium of only 9.8% based on Thomas Properties' closing price on September 4, 2013. Further, the merger consideration is below the target price of $7.00 maintained by an analyst at Robert W. Baird & Co. since May 30, 2012.In relation to the company's second quarter 2013 financial results released on August 1, 2013, which exceeded analysts' earnings per share expectations, James Thomas, Chairman and Chief Executive Officer of Thomas Properties stated: "We are pleased with our continued progress toward achievement of our strategic plan. We have completed the sales of non-core land operating assets, and through our renovation and leasing efforts we have increased the occupancy at our properties". Given these facts, Robbins Arroyo is examining Thomas Properties' board of directors' decision to sell the company to Parkway 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.
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