SOURCE: Shareholders Foundation, Inc.

Shareholders Foundation, Inc.

February 14, 2011 09:34 ET

Shareholders Foundation Announces ProLogis Investor Lawsuit in Effort to Block Merger

SAN DIEGO, CA--(Marketwire - February 14, 2011) -  The Shareholders Foundation, Inc. announces that an investor in ProLogis shares filed a lawsuit in Federal Court against Prologis' Board of Trustees alleging breaches of fiduciary duty arising out of their attempt to sell Prologis to AMB Property Corp (AMB) via an unfair process at an unfair price.

Those who are current investors in ProLogis (PLD) and purchased PLD shares prior to Jan 27, 2011, should contact the Shareholders Foundation by e-mail at or call +1 (858) 779-1554.

On Monday, Jan. 31 ProLogis and AMB announced an agreement to combine both companies through a merger of equals under which each ProLogis common share will be converted into 0.4464 of a newly issued AMB common share. Based on AMB's prior closing price, the deal has an implied value of $14.70 per PLD share.

The plaintiff claims the offer is unfair to PLD stockholders because ProLogis shares traded as recently as Jan 27 as high as $16.52 and at least one analyst set a price target for ProLogis stock at $16.50, both significantly higher than the current offer.

Additionally, according to the plaintiff, the proposed acquisition is the result of an unfair sales process because defendants agreed to preclusive deal protection devices such as a no shop, matching rights, and a $315million termination fee provision, that create a playing field that is unfairly tilted in favor of AMB and effectively chills any potential auction process for ProLogis.

Furthermore the plaintiff alleges the board agreed to the merger in order to secure material benefits for themselves as a result of the proposed acquisition, which will provide tens of millions of dollars in gains to the board of trustees and members of ProLogis' management.

The Shareholders Foundation, Inc. is a professional portfolio legal monitoring service and an investor advocacy group which does research related to shareholder issues and informs investors of securities class actions, settlements, judgments, and other legal related news to the stock/financial market. The Shareholders Foundation, Inc. is not a law firm. The information is provided as a public service. It is not intended as legal advice and should not be relied upon.

Contact Information

    Shareholders Foundation, Inc.
    Trevor Allen
    +1 (858) 779-1554
    3111 Camino Del Rio North
    Suite 423
    San Diego, CA 92108