Genesee & Wyoming Inc., the global railroad company which was founded in the Rochester area more than 120 years ago, was scheduled to vote today on its planned acquisition by Brookfield Infrastructure Partners, GIC and Brookfield Infrastructure’s institutional partners in a deal worth roughly $8.4 billion. But not without some opposition.
In an open letter to G&W’s board of directors and fellow shareholders, Victoria Dalrymple, a shareholder and founder of Dalrymple Finance, pushed for a vote of “no,” stating that the offer is “grossly inadequate.”
“GWR board is in clear breach of its fiduciary duties for failing to secure a process that will yield the company’s shareholders fair consideration,” Dalrymple wrote in her letter.
Upon completion of the acquisition, expected to take place late this year or early next year, G&W would become a privately held company. Stockholders would receive $112 in cash per share of common stock. Dalrymple argues that G&W shares should be valued at $145 to $165.
In addition, Dalrymple said company management stands to earn a generous payout upon completion of the acquisition. Pointing to a Securities and Exchange Commission filing, Dalrymple noted that upon conclusion of the deal, G&W Chairman and CEO Jack Hellmann stands to make some $21.2 million.
“Hellman’s payout equates to a generous 23.5 times his annual base salary of $901,500,” she wrote. “In total, company management will receive approximately $52.8 million in various payouts. The payouts to Mr. Hellman and other members of management contrast sharply to the lack of premium paid to shareholders in the transaction.
“We, as shareholders, deserve a multiple as rich as Mr. Hellman’s 23.5 times,” Dalrymple added.
A class action lawsuit was filed on behalf of G&W shareholders last month in connection with the proposed sale. The lawsuit seeks damages and/or equitable relief on behalf of G&W shareholders under the federal securities laws, according to a statement from Halper Sadeh LLP, a global investor rights law firm.
The lawsuit alleges that defendants issued a materially misleading proxy statement recommending that G&W shareholders vote in favor of the proposed sale. According to the complaint, the proxy statement contains materially incomplete and misleading information concerning, among other things, G&W’s financial projections and analyses performed by Genesee & Wyoming’s financial advisors.
A separate class action lawsuit was filed by Rigrodsky & Long P.A. in the U.S. District Court for the District of Delaware on behalf of holders of G&W common stock in connection with the proposed acquisition. That complaint alleges violations of the Securities Exchange Act of 1934.
Among other things, the complaint alleges that in an attempt to secure shareholder support for the acquisition, defendants issued materially incomplete disclosures in a proxy statement.
In early September, Faruqi & Faruqi LLP filed a class action lawsuit alleging that the proxy filed with the SEC violates Sections 14(a) and 20(a) of the Exchange Act “because it provides materially incomplete and misleading information about the company and the proposed transaction, including information concerning the company’s financial projections and analysis, on which the board relied to recommend the proposed transaction as fair to G&W shareholders.”
G&W owns 120 short line railroads, predominantly in North America, with operations in Europe and Australia. G&W’s corporate headquarters is in Darien, Conn., and its operating headquarters is in Jacksonville, Fla. The railroad’s administrative headquarters is at Meridian Centre in Brighton.
G&W stock (Nasdaq: GWR) has climbed from $97 on June 28, just prior to the acquisition announcement, to $110.33 in Thursday afternoon trading.
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