Bloomberg News

TPC Group, Directors Sued By Investor Over Takeover Offer

September 04, 2012

TPC Group Inc. (TPCG:US) and its directors were sued by an investor claiming a planned $628 million buyout by private-equity firms is too low. He asked a state judge to block the $40 per-share deal.

The offer for the Houston-based chemical maker “is fundamentally unfair” to common stockholders, offering “a mere 1 percent premium,” shareholder-trustee Alvin Smilow contends in a Delaware Chancery Court complaint filed today.

The case was filed a week after Thomas E. Sandal, chief executive officer of Sandell Asset Management Corp. -- TPC’s third-largest shareholder with a 7 percent stake -- called the offer an “outrage” and well below a $57-per-share potential in a year.

TPC, formerly known as Texas Petrochemicals Inc., is the largest producer of butadiene, used to make synthetic rubber. TPC on Aug. 27 announced the agreement with suitors First Reserve Corp. based in Greenwich, Connecticut, and SK Capital Partners of New York.

A TPC outside spokeswoman, Meaghan Repko of the Joele Frank, Wilkinson Brimmer Katcher firm, said in a phone interview that the company had no comment on the lawsuit.

TPC rose 83 cents, or 2 percent, to $41.86 in trading in New York at 4:30 p.m.

The case is Smilow v. TPC Group, CA7829, Delaware Chancery Court (Wilmington).

To contact the reporter on this story: Phil Milford in Wilmington, Delaware, at

To contact the editor responsible for this story: Michael Hytha at

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