Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of Frontier Oil Corporation by Holly Corporation
02 Mars 2011 - 6:42PM
Marketwired
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: Charles Piven Brower Piven, A Professional Corporation
Stevenson, Maryland 410/415-6616 Email Contact
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