SOURCE: Brower Piven, A Professional Corporation

March 02, 2011 12:43 ET

Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of Frontier Oil Corporation by Holly Corporation

STEVENSON, MD--(Marketwire - March 2, 2011) - The law firm of Brower Piven, A Professional Corporation, announces that a class action lawsuit has been commenced in the Texas District Court of Harris County on behalf of all shareholders of Frontier Oil Corporation ("Frontier") (NYSE: FTO).

The complaint alleges violations of state law by the Board of Directors of Frontier relating to the Proposed Acquisition of the company by Holly Corporation ("Holly") (NYSE: HOC). The complaint alleges that Frontier's Board of Directors breached their fiduciary duties by failing to maximize shareholder value, among other things.

On February 22, 2011, the complaint states, Frontier and Holly announced the proposal for Frontier to be acquired by Holly in a transaction valued at approximately $2.85 billion. The complaint alleges that under the terms of the Proposed Agreement, Frontier shareholders will receive 0.4811 Holly shares for each share of Frontier common stock owned, where the implied value of the stock consideration in the offer is approximately $26.99 per share of Frontier common stock owned. The complaint alleges that the Proposed Acquisition significantly undervalues Frontier, since rather than providing a premium, this price represents approximately a 4% discount from Frontier's closing stock price on February 18, 2011 of $28.12, the last trading day before the transaction was announced. The complaint also alleges that while Holly is paying a 4% discount for Frontier, companies acquiring U.S. refiners in the past 10 years have paid a 17% premium on average, according to Bloomberg data. The complaint further alleges that analysts have set high price targets for Frontier stock above the $26.99 offer price, with a high target of $33. In addition, the complaint alleges that rather than acting in the best interests of the shareholders, defendants spent substantial effort in securing material benefits for themselves as a result of the Proposed Acquisition, including the accelerated vesting and monetization of illiquid equity holdings in the Company and change of control severance payments, which will provide tens of millions of dollars in gains to the Board and members of Frontier's management. 

If you are a current owner of shares of Frontier, you may obtain additional information about this lawsuit by contacting Brower Piven at www.browerpiven.com, by email at hoffman@browerpiven.com, by calling 410/415-6616, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower Piven have combined experience litigating securities and class action cases of over 60 years. If you choose to retain counsel, you may retain Brower Piven without financial obligation or cost to you, or you may retain other counsel of your choice. You need take no action at this time to be a member of the class.

Contact Information

  • CONTACT:
    Charles Piven
    Brower Piven, A Professional Corporation
    Stevenson, Maryland
    410/415-6616
    Email Contact