Two shareholders sue Hilton Hotels over proposed sale to Blackstone

Two shareholders are reported to be suing Hilton Hotels Corp (HLT), on the grounds that the company is selling itself for too low a price. The lawsuit alleges that the management and directors of the company breached their fiduciary duty to stockholders by agreeing to sell Hilton to private equity firm Blackstone for $26 billion, a price the plaintiffs deem to be too low.

The lawsuits seek an injunction to block Hilton''s proposed sale to Blackstone. The proposed buyout is expected to close in the fourth quarter, subject to shareholder and regulatory approval.

On 3 July, Hilton agreed to a buyout by the Blackstone Group LP for $47.50 per share, in cash. Including debt, the deal is valued at $26 billion. (See: Blackstone acquires Hilton Hotels for $26 billion) Hilton Hotels operates over 2,800 hotels globally and generated $8.16 billion in revenue last year.

Both the legal suits name Hilton Hotels CEO Stephen Bollenbach, the company''s directors and other executives, and Blackstone, as defendants, according to the reports. The plaintiffs are also said to be seeking class-action status for their suits and have appealed to the court to urge Hilton officials to seek a better monetary offer for the hospitality group.

Hilton has agreed to pay Blackstone a $560 million termination fee if the deal fails to go through, with which clause one of the plaintiffs has issues. She reportedly alleges that the inclusion of such a clause effectively ensures the sale of Hilton to Blackstone.