BOSTON, Oct. 22, 2013 /PRNewswire/ -- Block & Leviton LLP (www.blockesq.com), a Boston-based law firm representing investors nationwide, has commenced an investigation into possible breaches of fiduciary duty by the Board of Directors of PAA Natural Gas Storage, L.P. ("PNG" or the "Company") (NYSE: PNG) concerning the proposed acquisition of the Company by Plains All American Pipeline, L.P. ("PAAP") in a unit for unit stock transaction.
Under the terms of the proposed transaction, public unitholders of PAAP will acquire PNG for 0.445 common units of PAAP per PNG common unit surrendered pursuant to the Merger Agreement, plus cash in lieu of any fractional common units of PAAP otherwise issuable in the Merger. PNG will thereafter operate as a wholly owned subsidiary of PAAP. PAAP owns 100% of the membership interests in the general partner of PNG, 100% of the outstanding subordinated units of PNG and approximately 46% of the 61.2 million outstanding common units of PNG. Pursuant to the Merger Agreement, PAAP has agreed to vote its common units and subordinated units in favor of the Merger. The transaction is expected to close in the latter half of the fourth quarter of 2013. The acquisition ratio represents an almost non-existent premium of 1.7% to the closing price of PNG on October 21, 2013, the last day of trading prior to the transaction. As such, it appears that the proposed offer price provides an insufficient premium to shareholders.
Block & Leviton's investigation seeks to determine, among other things, whether PNG's Directors breached their fiduciary duties by failing to maximize shareholder value in the proposed acquisition by PAAP and the overall fairness of the process by which the PNG Directors considered and approved the transaction.
If you are a PNG shareholder and have questions about your legal rights, or if you have information relevant to this investigation, please contact attorney Steven P. Harte, at
(617) 398-5600 or email him at Steven@blockesq.com.
Block & Leviton is a Boston-based law firm representing investors nationwide for violations of securities laws. The firm's lawyers have collectively been prosecuting securities cases on behalf of investors for over 50 years. This notice may constitute attorney advertising.
BLOCK & LEVITON LLP
Steven P. Harte, Esq.
SOURCE Block & Leviton LLP