SAN DIEGO--(BUSINESS WIRE)--Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) today announced that a class action has been commenced on behalf of holders of First Potomac Realty Trust (“First Potomac”) (NYSE:FPO) common stock on August 21, 2017 in connection with the proposed acquisition of First Potomac by Government Properties Income Trust (“GOV”). This action was filed in the District of Maryland and is captioned Wooldridge v. First Potomac Realty Trust, et al., No. 17-cv-02845-RDB.
If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from August 24, 2017. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact plaintiff’s counsel, Darren Robbins of Robbins Geller at 800-449-4900 or 619-231-1058, or via e-mail at firstname.lastname@example.org. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.
The complaint charges First Potomac and its Board of Directors (the “Board”) with violations of the Securities Exchange Act of 1934. First Potomac is a self-administered, self-managed real estate investment trust that focuses on owning, operating, developing and redeveloping office and business park properties in the Washington, D.C. region.
On June 27, 2017, First Potomac entered into an Agreement and Plan of Merger with GOV under which each share of First Potomac common stock will be exchanged for $11.15 in cash (the “Proposed Transaction”). The shareholder vote on the Proposed Transaction is expected to occur on September 26, 2017. The complaint alleges the consideration to be received by First Potomac shareholders is inadequate in that it contradicts the Company’s recent performance and is inconsistent with management’s stated expectations for the Company’s financial future. The $11.15 per share price is below the Company’s June 27, 2017 closing price of $11.35 per share and below analysts’ consensus net asset value (“NAV”) of $11.37 per share.
In addition, the complaint alleges that the Definitive Proxy Statement on Schedule 14A (the “Proxy”), filed with the SEC on August 24, 2017 in connection with the Proposed Transaction, provides materially incomplete and misleading information about the Company and the Proposed Transaction in violation of §14(a) of the 1934 Act. Specifically, the complaint alleges that the Company’s financial advisor had performed an NAV analysis purportedly supporting an opinion that the consideration to be received by First Potomac shareholders is financially fair. The Proxy discloses the results of the NAV analysis but omits the key component of the analysis – the capitalization rates assumed in the analysis. This material omission induced First Potomac’s shareholders to rely on the financial advisor’s NAV analysis and the Board’s recommendation and accept an offer that is unfair compared to the actual intrinsic value of the Company.
Plaintiff seeks to recover damages on behalf of holders of First Potomac common stock on August 21, 2017. The plaintiff is represented by Robbins Geller, which has extensive experience in prosecuting investor class actions including actions involving financial fraud.
Robbins Geller is widely recognized as a leading law firm advising and representing U.S. and international investors in securities litigation and portfolio monitoring. With 200 lawyers in 10 offices, Robbins Geller has obtained many of the largest securities class action recoveries in history. For the third consecutive year, the Firm ranked first in both the total amount recovered for investors and the number of shareholder class action recoveries in ISS's SCAS Top 50 Report. Robbins Geller attorneys have shaped the law in the areas of securities litigation and shareholder rights and have recovered tens of billions of dollars on behalf of the Firm’s clients. Robbins Geller not only secures recoveries for defrauded investors, it also implements significant corporate governance reforms, helping to improve the financial markets for investors worldwide. Please visit http://www.rgrdlaw.com for more information.