On February 9, 2011, Law360 reported on the putative class action suit filed by Robbins Umeda LLP* on behalf of shareholders of ProLogis, a warehouse space provider. The shareholder plaintiffs claim ProLogis was undervalued by as much as $1.82 per share in its January merger deal with AMB Property Corp, and also allege that the company and its executives breached their fiduciary duty to the shareholders by executing the all-stock merger of equals.  According to the complaint, the merger agreement included a no-shop provision, preventing the ProLogis board from seeking a better price; a matching price provision, allowing AMB to review and match competing offers and a guarantee that ProLogis would pay AMB a fee of $315 million if they accepted a higher offer. Under the deal, ProLogis stockholders would receive 0.446 shares of newly issued AMB common stock for each of the ProLogis shares they currently hold, the companies said.

The plaintiffs seek an order halting the transaction, class certification and a declaration that the proposed merger was unlawful and unenforceable, unless ProLogis agrees to implement a process to achieve the highest possible value for shareholders.

The case is Moorhead v. ProLogis et al., case number 11-cv-332, in the U.S. District Court for the District of Colorado.

* The firm name changed from Robbins Umeda LLP to Robbins LLP on January 1, 2013.