SOURCE: Brower Piven, A Professional Corporation

February 16, 2011 18:11 ET

Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of ProLogis by AMB Property Corporation

STEVENSON, MD--(Marketwire - February 16, 2011) - The law firm of Brower Piven, A Professional Corporation, announces that a class action lawsuit has been commenced in the United States District Court for the District of Colorado on behalf of all shareholders of ProLogis ("ProLogis") (NYSE: PLD).

The complaint alleges violations of state law by the Board of Directors of ProLogis relating to the proposed acquisition of the company by AMB Property Corporation ("AMB"). The complaint alleges that ProLogis's Board of Directors breached their fiduciary duties by failing to maximize shareholder value, among other things.

On January 31, 2011, the complaint states, ProLogis and AMB announced that they entered into an agreement to combine through a merger of equals. Under the terms of the agreement, each ProLogis common share will be converted into 0.4464 of a newly issued AMB common share, and the combined company will be an umbrella partnership real estate investment trust. The complaint alleges that the merger significantly undervalues ProLogis. Based on AMB's prior closing price, the deal has an implied value of $14.70 per share. However, ProLogis shares traded as high as $16.52 per share as recently as January 27, 2011. Moreover, the complaint states that according to Thomson/First Call as reported on Yahoo! Finance, at least one analyst set a price target for ProLogis stock of $16.50 per share. The complaint also alleges that the merger is the result of an unfair sales process designed to ensure that only AMB has an opportunity to acquire the company due to the "no shop" provision, a matching rights provision, standstill agreements, and a $315 million termination fee. Further, the complaint alleges that the Board of ProLogis agreed to be acquired by AMB in order to secure material benefits for themselves including the accelerated vesting and monetization of illiquid equity holdings.

If you are a current owner of shares of ProLogis, 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