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Strategies & Market Trends : Speculating in Takeover Targets -- Ignore unavailable to you. Want to Upgrade?

To: richardred who wrote (2612)	12/11/2010 2:45:31 AM
From: richardred	Respond to of 7242

Turing down a superior offer. What ever happened to fiduciary duty to shareholders? Portec Rail rejects Sentinel Capital bid Pittsburgh Business Times - by Malia Spencer Date: Friday, December 10, 2010, 5:05pm EST In a late Friday afternoon filing with the Security and Exchange Commission, Portec Rail Products said it was rejecting a second offer made by a New York private equity firm to purchase the company. Portec has been working on an acquisition deal with Green Tree-based L.B. Foster since February. In a letter received Dec. 7, New York City-based Sentinel Capital Partners, a middle-market firm, told Portec it was interested in acquiring the outstanding shares of the company for $13 a share. In its first offer in August, Sentinel suggested $11.75 per share. Portec rejected that offer in part because it was so close to the existing $11.71 per share offer by L.B. Foster. Later that month, L.B. Foster raised its offer to $11.80 per share. In rejecting this latest Sentinel offer, Portec’s board said it was too far along with the deal with L.B. Foster and, with this morning’s announcement of selling certain assets to Kopper’s Holdings Inc., any anti-trust issues with the Foster acquisition should be cleared. The tender offer with L.B. Foster could close within the next two weeks and the merger by the end of the year, Portec said in the SEC filing. The board also noted the Sentinel proposal was non-binding and that company would have to perform due diligence, further drawing out the acquisition process. Finally, the board noted there would be a $3.4 million termination fee to stop the L.B. Foster acquisition. Read more: Portec Rail rejects Sentinel Capital bid \| Pittsburgh Business Times bizjournals.com